FOURTH FINANCIAL CORP, S-4, 1994-05-04

FOURTH FINANCIAL CORP
S-4, 1994-05-04
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on May 3, 1994

Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
Registration Statement Under the Securities Act of 1933

FOURTH FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

KANSAS 48-0761683
(State or other jurisdiction (I.R.S. Employer Identi-
of incorporation) fication Number)

6021
(Primary Standard Industrial Classification Code Number)

100 North Broadway
Wichita, Kansas 67202
316/292-5339
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

WILLIAM J. RAINEY
Fourth Financial Corporation
Post Office Box 4, 100 North Broadway
Wichita, Kansas 67201
316/292-5339
(Name, Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Agent for Service)

COPIES TO:
BENJAMIN C. LANGEL WILLIAM P. TRENKLE, JR.
Foulston & Siefkin Mangan, Dalton, Trenkle, Rebein & Doll, Chtd.
700 Fourth Financial Center 208 West Spruce
Wichita, Kansas 67202 Dodge City, Kansas 67801-4425

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement
becomes effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
Title of each class Amount to be Proposed maximum Proposed maximum Amount of reg-
of securities to be registered (1) offering price aggregate offering istration fee
registered per unit (2) price (2)
____________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 662,220 shares $14.56 $9,639,591.20 $3,324
$5 Par Value

============================================================================================================
<FN>
(1) Estimated maximum number of shares to be issued.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(f) based on the book value at December 31, 1993 of the common stock to be
received by Registrant in the mergers.
</TABLE>

------------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<TABLE>
<CAPTION>
FOURTH FINANCIAL CORPORATION
Cross Reference Sheet
Required by Item 501(b) of Regulation S-K

Item in Location or Heading
Form S-4 Caption in Prospectus
- -------- ------- -------------------
<S> <C> <C>
1. Forepart of Registration State-
ment and Outside Front Cover Page
of Prospectus . . . . . . . . . . . . . . . Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . Inside Front Cover Page

3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other Infor-
mation . . . . . . . . . . . . . . . . . . . Summary

4. Terms of the Transaction . . . . . . . . . . The Agreement and Proposed
Mergers

5. Pro Forma Financial Information . . . . . . . Pro Forma Financial
Statements

6. Material Contacts with the Company
Being Acquired . . . . . . . . . . . . . . . The Agreement and Proposed
Mergers -- Background of the
Mergers, -- Recommendation
of the Boards of Directors;
Reasons for the Mergers,
-- Interests of Mr. Harding
in the Mergers, --
Management after the Mergers

7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be Underwriters . . . . . . Not Applicable

8. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . . . . Legal Matters; Experts;

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . Not Applicable

10. Information with Respect to S-3
Registrants . . . . . . . . . . . . . . . . Information Concerning
Fourth Financial; Financial
Statements and Related
Information
11. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . Information Incorporated by
Reference

12. Information with Respect to S-2 or
S-3 Registrants . . . . . . . . . . . . . . Not Applicable

13. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . Not Applicable

14. Information with Respect to
Registrants Other Than S-3 or S-2
Registrants . . . . . . . . . . . . . . . . Not Applicable

15. Information with Respect to S-3
Companies . . . . . . . . . . . . . . . . . Not Applicable

16. Information with Respect to S-2
or S-3 Companies . . . . . . . . . . . . . . Not Applicable

17. Information with Respect to Companies
Other than S-3 or S-2 Companies . . . . . . . Information Concerning First
Dodge, First National and
MBI; Market Prices of and
Dividends on First Dodge
Stock, First National Stock,
MBI Common Stock, and Fourth
Stock; Description of
Capital Stock of First
Dodge, First National, and
MBI; The Special Meetings;
Ownership of First Dodge,
First National, and MBI
Stock; Financial Statements
and Related Information

18. Information if Proxies, Consents
or Authorizations are to be
Solicited . . . . . . . . . . . . . . . . . . Cover Page; Summary; The
Special Meetings;
Information Incorporated by
Reference; The Agreement and
Proposed Mergers --
Interests of Mr. Harding in
the Mergers, --Appraisal
Rights of Dissenting
Stockholders, -- Expenses;
Ownership of First Dodge,
First National, and MBI
Stock; Deadline for
Submission of Fourth
Financial Stockholders'
Proposals for the 1995
Annual Meeting of
Stockholders

19. Information if Proxies, Consents
or Authorizations are not to be
Solicited or in an Exchange
Offer . . . . . . . . . . . . . . . . . . . Not Applicable
</TABLE>

First Dodge City Bancshares, Inc.
619 Second Avenue
Dodge City, Kansas 67801

May 16, 1994

Dear Stockholder:

You are cordially invited to attend a special meeting of the
stockholders of First Dodge City Bancshares, Inc. ("First Dodge") to
be held at 619 Second Avenue, Dodge City, Kansas, on June 15, 1994,
at 9:50 a.m., Central Daylight Savings Time.

At the meeting, stockholders will be asked to approve and
adopt an Agreement and Plan of Reorganization, dated as of February
2, 1994 (the "Agreement"), among First Dodge, First National
Bancshares of Dodge City, Inc., ("FNB"), Metro Bancshares, Inc.
("MBI"), Metro Bank of Broken Arrow, First National Bank and Trust
Company in Dodge City, the stockholders of First Dodge, and Fourth
Financial Corporation ("Fourth Financial"), and a related Agreement
of Merger among First Dodge, FNB, MBI, and Fourth Financial (the
"Fourth Merger Agreement"). The Agreement and the Fourth Merger
Agreement provide for, among other things, the merger of First Dodge,
FNB, and MBI into Fourth Financial (the "Fourth Merger"), and the
conversion of each share of common stock of First Dodge into the
right to receive 112.42 shares of common stock, par value $5 per
share, of Fourth Financial ("Fourth Stock").

The Board of Directors of First Dodge has carefully reviewed
and considered the terms and conditions of the proposed Agreement and
the Fourth Merger Agreement. THE BOARD OF DIRECTORS OF FIRST DODGE
HAS CONCLUDED THAT THE PROPOSED TRANSACTIONS ARE IN THE BEST
INTERESTS OF THE STOCKHOLDERS OF FIRST DODGE AND RECOMMENDS THAT
FIRST DODGE STOCKHOLDERS VOTE "FOR" THE AGREEMENT AND THE FOURTH
MERGER AGREEMENT.

The accompanying Notice of Special Meeting of Stockholders and
Joint Proxy Statement-Prospectus and the accompanying Form 10-K of
Fourth Financial, contain a detailed description of these
transactions and other important information relating to Fourth
Financial, First Dodge, and the combined companies. If the Fourth
Merger becomes effective, stockholders will be instructed promptly as
to the procedures to be followed in exchanging their stock
certificates for certificates of Fourth Stock. Please do not send
any certificates for your shares at this time.

We urge you to review the enclosed materials carefully and to
date, sign, and return to First Dodge the accompanying Proxy in the
enclosed envelope as soon as possible so that your shares will be
represented at the Special Meeting. Sending in your proxy now will
not interfere with your rights to attend the meeting or to vote your
shares personally at the meeting if you wish to do so.

Sincerely,

/s/ John V. Harding

President

Metro Bancshares, Inc.
619 Second Avenue
Dodge City, Kansas 67801

May 16, 1994

Dear Stockholder:

You are cordially invited to attend a special meeting of the
stockholders of Metro Bancshares, Inc. ("MBI") to be held at 619
Second Avenue, Dodge City, Kansas on June 15, 1994, at 11:00 a.m.,
Central Daylight Savings Time.

At the meeting, stockholders will be asked to approve and
adopt an Agreement and Plan of Reorganization, dated as of February
2, 1994 (the "Agreement"), among First Dodge City Bancshares,
Inc.("First Dodge"), First National Bancshares of Dodge City, Inc.
("FNB"), MBI, Metro Bank of Broken Arrow, First National Bank and
Trust Company in Dodge City, the stockholders of First Dodge, and
Fourth Financial Corporation ("Fourth Financial"), and a related
Agreement of Merger among First Dodge, FNB, MBI, and Fourth Financial
(the "Fourth Merger Agreement"). The Agreement and the Fourth Merger
Agreement provide for, among other things, the merger of First Dodge,
FNB, and MBI into Fourth Financial (the "Fourth Merger"), and the
conversion of each share of common stock of MBI not owned by First
Dodge into the right to receive 0.30 shares of common stock, par
value $5 per share, of Fourth Financial ("Fourth Stock").

The Board of Directors of MBI has carefully reviewed and
considered the terms and conditions of the proposed Agreement and the
Fourth Merger Agreement. THE BOARD OF DIRECTORS OF MBI HAS CONCLUDED
THAT THE PROPOSED TRANSACTIONS ARE IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF MBI AND RECOMMENDS THAT MBI STOCKHOLDERS VOTE "FOR"
THE AGREEMENT AND THE FOURTH MERGER AGREEMENT.

The accompanying Notice of Special Meeting of Stockholders and
Joint Proxy Statement-Prospectus and the accompanying Form 10-K of
Fourth Financial, contain a detailed description of these
transactions and other important information relating to Fourth
Financial, MBI, and the combined companies. If the Fourth Merger
becomes effective, stockholders will be instructed promptly as to the
procedures to be followed in exchanging their stock certificates for
certificates of Fourth Stock. Please do not send any certificates
for your shares at this time.

We urge you to review the enclosed materials carefully and to
date, sign, and return to MBI the accompanying Proxy in the enclosed
envelope as soon as possible so that your shares will be represented
at the Special Meeting. Sending in your proxy now will not interfere
with your rights to attend the meeting or to vote your shares
personally at the meeting if you wish to do so.

Sincerely,

/s/ John V. Harding

President

First National Bank and Trust Company in Dodge City
619 Second Avenue
Dodge City, Kansas 67801

May 16, 1994

Dear Stockholder:

You are cordially invited to attend a special meeting of the
stockholders of First National Bank and Trust Company in Dodge City
("First National") to be held at 619 Second Avenue, Dodge City,
Kansas, on June 15, 1994, at 10:00 a.m., Central Daylight Savings
Time.

At the meeting, stockholders will be asked to approve and
adopt an Agreement and Plan of Reorganization, dated as of February
2, 1994 (the "Agreement"), among First Dodge City Bancshares, Inc.
("First Dodge"), First National Bancshares of Dodge City, Inc., Metro
Bancshares, Inc., Metro Bank of Broken Arrow, First National, the
stockholders of First Dodge, and Fourth Financial Corporation
("Fourth Financial"), and a related Agreement to Merge between First
National and BANK IV Kansas, National Association (the "BANK IV
Kansas Merger Agreement"). The Agreement and the Bank IV Kansas
Merger Agreement provide for, among other things, the merger of First
National into BANK IV Kansas, National Association (the "BANK IV
Kansas Merger"), and the conversion of each share of common stock of
First National not owned by First National Bancshares of Dodge City,
Inc. into the right to receive 95.92 shares of common stock, par
value $5 per share, of Fourth Financial ("Fourth Stock").

The Board of Directors of First National has carefully
reviewed and considered the terms and conditions of the proposed
Agreement and the BANK IV Kansas Merger Agreement. THE BOARD OF
DIRECTORS OF FIRST NATIONAL HAS CONCLUDED THAT THE PROPOSED
TRANSACTIONS ARE IN THE BEST INTERESTS OF THE STOCKHOLDERS OF FIRST
NATIONAL AND RECOMMENDS THAT FIRST NATIONAL STOCKHOLDERS VOTE "FOR"
THE AGREEMENT AND THE BANK IV KANSAS MERGER AGREEMENT.

The accompanying Notice of Special Meeting of Stockholders and
Joint Proxy Statement-Prospectus and the accompanying Form 10-K of
Fourth Financial, contain a detailed description of these
transactions and other important information relating to Fourth
Financial, First National, and the combined companies. If the BANK
IV Kansas Merger becomes effective, stockholders will be instructed
promptly as to the procedures to be followed in exchanging their
stock certificates for certificates of Fourth Stock. Please do not
send any certificates for your shares at this time.

We urge you to review the enclosed materials carefully and to
date, sign, and return to First National the accompanying Proxy in
the enclosed envelope as soon as possible so that your shares will be
represented at the Special Meeting. Sending in your proxy now will
not interfere with your rights to attend the meeting or to vote your
shares personally at the meeting if you wish to do so.

Sincerely,

/s/ John V. Harding

Chairman and Chief
Executive Officer

First Dodge City Bancshares, Inc.
619 Second Avenue
Dodge City, Kansas 67801

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held June 15, 1994

NOTICE IS HEREBY GIVEN that a special meeting of the
stockholders of First Dodge City Bancshares, Inc., a Kansas
corporation ("First Dodge") will be held at 619 Second Avenue, Dodge
City, Kansas on June 15, 1994, at 9:50 a.m., Central Daylight Savings
Time, for the following purposes:

1. To approve and adopt: an Agreement and Plan of
Reorganization, dated as of February 2, 1994, (the
"Agreement"), among First Dodge, First National Bancshares of
Dodge City, Inc., ("FNB"), Metro Bancshares, Inc.("MBI"), Metro
Bank of Broken Arrow, First National Bank and Trust Company in
Dodge City, the stockholders of First Dodge, and Fourth
Financial Corporation, a Kansas corporation ("Fourth
Financial"); a related Agreement of Merger among First Dodge,
FNB, MBI, and Fourth Financial (the "Fourth Merger Agreement");
and the transactions contemplated by the Agreement and the
Fourth Merger Agreement, all as more fully described below and
in the attached Joint Proxy Statement-Prospectus; and

2. To transact any other business that may properly
come before the Special Meeting.

As more fully described in the Agreement and the attached Joint
Proxy Statement-Prospectus, the Agreement and the Fourth Merger
Agreement, copies of which are attached as Annex I to the attached
Joint Proxy Statement-Prospectus, provide for, among other things,
(i) the merger of First Dodge, FNB, and MBI into Fourth Financial,
and (ii) the conversion of each of the presently outstanding shares
of common stock of First Dodge into the right to receive 112.42
shares of common stock, par value $5 per share, of Fourth Financial.

In order to approve the Agreement and the Fourth Merger
Agreement, the affirmative vote of the holders of at least a majority
of the issued and outstanding common stock of First Dodge is
required.

Only stockholders of record at the close of business on May 11,
1994, are entitled to notice of and to vote at the meeting.

TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE AS SOON AS POSSIBLE. Sending in your proxy now will not
interfere with your rights to attend the meeting or to vote your
shares personally at the meeting if you wish to do so.

All stockholders are cordially invited to attend the meeting.

Dodge City, Kansas
May 16, 1994
---------------------------------------
Thomas P. Shirley, Secretary

PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME.

Metro Bancshares, Inc.
619 Second Avenue
Dodge City, Kansas 67801

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held June 15, 1994

NOTICE IS HEREBY GIVEN that a special meeting of the
stockholders of Metro Bancshares, Inc., an Oklahoma corporation
("MBI") will be held at 619 Second Avenue, Dodge City, Kansas, on
June 15, 1994, at 11:00 a.m., Central Daylight Savings Time, for the
following purposes:

1. To approve and adopt: an Agreement and Plan of
Reorganization, dated as of February 2, 1994, (the
"Agreement"), among First Dodge City Bancshares, Inc. ("First
Dodge"), First National Bancshares of Dodge City, Inc. ("FNB"),
MBI, Metro Bank of Broken Arrow, First National Bank and Trust
Company in Dodge City, the stockholders of First Dodge, and
Fourth Financial Corporation, a Kansas corporation ("Fourth
Financial"); a related Agreement of Merger among First Dodge,
FNB, MBI, and Fourth Financial (the "Fourth Merger Agreement");
and the transactions contemplated by the Agreement and the
Fourth Merger Agreement, all as more fully described below and
in the attached Joint Proxy Statement-Prospectus; and

2. To transact any other business that may properly
come before the Special Meeting.

As more fully described in the Agreement and the attached Joint
Proxy Statement-Prospectus, the Agreement and the Fourth Merger
Agreement, copies of which are attached as Annex I to the attached
Joint Proxy Statement- Prospectus, provide for, among other things,
(i) the merger of First Dodge, FNB, and MBI into Fourth Financial,
and (ii) the conversion of each of the presently outstanding shares
of common stock of MBI not owned by First Dodge into the right to
receive 0.30 shares of common stock, par value $5 per share, of
Fourth Financial.

In order to approve the Agreement and the Fourth Merger
Agreement, the affirmative vote of the holders of at least a majority
of the issued and outstanding common stock of MBI is required.

Only common stockholders of record at the close of business on
May 11, 1994, are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting.

Dodge City, Kansas
May 16, 1994
---------------------------------------
Thomas P. Shirley, Secretary

PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME.

First National Bank and Trust Company in Dodge City
619 Second Avenue
Dodge City, Kansas 67801

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held June 15, 1994

NOTICE IS HEREBY GIVEN that a special meeting of the
stockholders of First National Bank and Trust Company in Dodge City,
a national banking association ("First National") will be held at 619
Second Avenue, Dodge City, Kansas on June 15, 1994, at 10:00 a.m.,
Central Daylight Savings Time, for the following purposes:

1. To approve and adopt: an Agreement and Plan of
Reorganization, dated as of February 2, 1994, (the
"Agreement"), among First Dodge City Bancshares, Inc. ("First
Dodge"), First National Bancshares of Dodge City, Inc.,
("FNB"), Metro Bancshares, Inc., Metro Bank of Broken Arrow,
First National, the stockholders of First Dodge, and Fourth
Financial Corporation, a Kansas corporation ("Fourth
Financial"); a related Agreement to Merge between First
National and BANK IV Kansas, National Association ("BANK IV
Kansas")(the "BANK IV Kansas Merger Agreement"); and the
transactions contemplated by the Agreement and the BANK IV
Kansas Merger Agreement, all as more fully described below and
in the attached Joint Proxy Statement-Prospectus; and

2. To transact any other business that may properly
come before the Special Meeting.

As more fully described in the Agreement and the attached Joint
Proxy Statement-Prospectus, the Agreement and the BANK IV Kansas
Merger Agreement, copies of which are attached as Annex I to the
attached Joint Proxy Statement-Prospectus, provide for, among other
things, (i) the merger of First National into BANK IV Kansas, and
(ii) the conversion of each of the presently outstanding shares of
common stock of First National not owned by FNB into the right to
receive 95.92 shares of common stock, par value $5 per share, of
Fourth Financial.

In order to approve the Agreement and the BANK IV Kansas Merger
Agreement, the affirmative vote of the holders of at least two-thirds
of the issued and outstanding common stock of First National is
required.

Only stockholders of record at the close of business on May 11,
1994, are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting.

Dodge City, Kansas
May 16, 1994
---------------------------------------
Anna M. Schilling, Secretary

PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME.

PROSPECTUS
662,220 SHARES
FOURTH FINANCIAL CORPORATION
Common Stock, $5 Par Value
____________________

FIRST DODGE CITY BANCSHARES, INC.
METRO BANCSHARES, INC.
FIRST NATIONAL BANK AND TRUST COMPANY IN DODGE CITY
JOINT PROXY STATEMENT

This Joint Proxy Statement-Prospectus is being furnished in
connection with the solicitation of proxies by the Boards of Directors
of First Dodge City Bancshares, Inc., a Kansas corporation ("First
Dodge"), Metro Bancshares, Inc., an Oklahoma corporation ("MBI"), and
First National Bank and Trust Company in Dodge City, a national banking
association ("First National"), in connection with special meetings of
stockholders of First Dodge, MBI, and First National (collectively the
"Special Meetings") to be held on June 15, 1994, and all adjournments
or postponements thereof.

At the Special Meetings, the respective stockholders of
First Dodge, MBI, and First National will be asked to consider and vote
upon proposals to approve and adopt an Agreement and Plan of
Reorganization, dated as of February 2, 1994, among First Dodge, MBI,
First National, First National Bancshares of Dodge City, Inc. ("FNB"),
Metro Bank of Broken Arrow, the stockholders of First Dodge, and Fourth
Financial Corporation, a Kansas corporation ("Fourth Financial") (as it
may be amended, supplemented, or otherwise modified from time to time,
the "Agreement"). The stockholders of First Dodge and MBI will also
vote on a related merger agreement (the "Fourth Merger Agreement")
pursuant to which First Dodge, FNB, and MBI would be merged into Fourth
Financial (the "Fourth Merger"), and the stockholders of First National
will also vote on a related merger agreement (the "BANK IV Kansas
Merger Agreement") pursuant to which First National would be merged
into BANK IV Kansas, National Association.

A copy of the Agreement with Exhibits "A", "B", "C", "E",
and "G" is attached to this Joint Proxy Statement-Prospectus as Annex
I. A copy of the BANK IV Kansas Merger Agreement is attached to the
Agreement as Exhibit "A", and a copy of the Fourth Merger Agreement is
attached to the Agreement as Exhibit "C".

This Joint Proxy Statement-Prospectus also pertains to the
aggregate of 662,220 shares of common stock, par value $5 per share
("Fourth Stock"), of Fourth Financial expected to be issued in
connection with the Fourth Merger and the BANK IV Kansas Merger.

Fourth Financial has filed a Registration Statement on Form
S-4 (including all exhibits and amendments thereto, the "Registration
Statement") with the Securities and Exchange Commission ("Commission")
pursuant to the Securities Act of 1933, as amended, covering the shares
of Fourth Stock to be issued in connection with the Fourth Merger and
the BANK IV Kansas Merger. This Joint Proxy Statement-Prospectus
constitutes both the Joint Proxy Statement of First Dodge, MBI, and
First National relating to the solicitation of proxies for use at the
Special Meetings and the Fourth Financial Prospectus filed as part of
the Registration Statement. All information contained herein with
respect to Fourth Financial and its subsidiaries has been provided by
Fourth Financial and all information herein with respect to First Dodge
and its subsidiaries has been provided by First Dodge. See "Available
Information". This Joint Proxy Statement-Prospectus is first being
sent to stockholders of First Dodge, MBI, and First National on or
about May 16, 1994.

The last reported sale price of Fourth Stock as reported on
the NASDAQ National Market System on May 11, 1994, was $____ per share.
There is no reported trading market for the common stock of First
Dodge, MBI, or First National.

THE SECURITIES TO BE ISSUED PURSUANT TO THIS JOINT PROXY STATEMENT-
PROSPECTUS
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT-PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Joint Proxy Statement-Prospectus is May 12, 1994.

No person is authorized to give any information or to make
any representation not contained in this Joint Proxy
Statement-Prospectus in connection with the matters contained in this
Joint Proxy Statement-Prospectus, and, if given or made, such
information should not be relied upon. This Joint Proxy
Statement-Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the Fourth
Stock offered hereby. This Joint Proxy Statement-Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby, or the solicitation of a proxy, in any
jurisdiction to or from any person to or from whom it is unlawful to
make such offer, or solicitation of an offer, or proxy solicitation in
such jurisdiction. Neither the delivery of this Joint Proxy
Statement-Prospectus nor any distribution of the securities offered
pursuant to this Joint Proxy Statement-Prospectus shall, under any
circumstances, create an implication that there has been no change in
the affairs of Fourth Financial, First Dodge, MBI, or First National
since the date of this Joint Proxy Statement-Prospectus.

------------------
<TABLE>
<CAPTION>

TABLE OF CONTENTS
- -------------------------------------------------------------------------------------------
Page
- -------------------------------------------------------------------------------------------
<S> <C>
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
The Agreement and Proposed Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Pro Forma Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Information Concerning Fourth Financial . . . . . . . . . . . . . . . . . . . . . . . . .34
Information Concerning First Dodge, MBI, and First National . . . . . . . . . . . . . . .35
Description of Capital Stock of First Dodge, First National,
and MBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Ownership of First Dodge, First National, and MBI Common Stock. . . . . . . . . . . . . .39
Market Prices of and Dividends on First Dodge Stock, First
National Stock, MBI Common Stock, and Fourth Stock. . . . . . . . . . . . . . . . . . .41
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
Information Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . .45
Deadline for Submission of Stockholders' Proposals for the 1995
Annual Meeting of Stockholders of Fourth Financial. . . . . . . . . . . . . . . . . . .46
Index to Financial Statements and Related Information . . . . . . . . . . . . . . . . . F-1

<FN>
Annex I - Agreement and Plan of Reorganization, dated as of February
2, 1994 with Exhibits "A", "B", "C", "E", and "G" attached
Annex II - Section 1091 of the Oklahoma General Corporation Act
Annex III - 12 U.S.C. Section 251a (b), (c), and (d)
</TABLE>

Available Information

This Joint Proxy Statement-Prospectus does not contain all of the
information set forth in the Registration Statement and exhibits
thereto which Fourth Financial has filed with the Commission under the
Securities Act of 1933 and to which reference is hereby made. Fourth
Financial is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files
reports, proxy statements, and other information with the Commission.
The Registration Statement, including the exhibits thereto, as well as
such reports, proxy statements, and other information filed by Fourth
Financial can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, Suite 1300, New York, New
York 10048 and at CitiCorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 except that copies of the exhibits may not be
available at certain of the Regional Offices. Copies of such material
can be obtained by mail from the Public Reference Section of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.

THIS JOINT PROXY STATEMENT-PROSPECTUS INCORPORATES DOCUMENTS BY
REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE
DOCUMENTS ARE AVAILABLE UPON REQUEST. COPIES OF THESE DOCUMENTS
RELATING TO FOURTH FINANCIAL (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS
WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE) WILL BE PROVIDED
WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM
A JOINT PROXY STATEMENT-PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST OF WILLIAM J. RAINEY, SECRETARY, FOURTH FINANCIAL CORPORATION,
P.O. BOX 4, 100 NORTH BROADWAY, WICHITA, KANSAS 67201 (TELEPHONE NUMBER
(316) 292-5339). IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS,
ANY REQUEST SHOULD BE MADE BY JUNE 8, 1994.

SUMMARY

The following is a brief summary of certain information with respect to
matters to be considered at the Special Meetings. This summary is
necessarily incomplete and is qualified in its entirety by the more
detailed information and financial statements and notes thereto
appearing elsewhere in this Joint Proxy Statement-Prospectus and in the
Annexes, the documents accompanying this Joint Proxy Statement-
Prospectus hereto, and the documents referred to herein, to which
reference is made for a complete statement of the matters discussed
below.

The Companies

FOURTH FINANCIAL

Fourth Financial Corporation ("Fourth Financial") is a bank
holding company incorporated under the laws of the State of Kansas.
Fourth Financial, headquartered in Wichita, Kansas, offers a broad
range of bank and bank-related services through its subsidiaries, BANK
IV Kansas, National Association ("BANK IV Kansas") and BANK IV
Oklahoma, National Association ("BANK IV Oklahoma"). Fourth Financial
is the largest bank holding company headquartered in Kansas. BANK IV
Kansas is the largest bank in Kansas and BANK IV Oklahoma is the third-
largest bank in Oklahoma. Fourth Financial's principal executive
offices are located at 100 North Broadway, P.O. Box 4, Wichita, Kansas
67201; its telephone number is (316) 292-5339.

FIRST DODGE

First Dodge City Bancshares, Inc ("First Dodge") is a bank
holding company incorporated under the laws of the State of Kansas.
Its principal assets are its ownership interests in First National
Bancshares of Dodge City, Inc. ("FNB"), Metro Bancshares, Inc. ("MBI"),
Metro Bank of Broken Arrow ("Metro Bank"), and First National Bank and
Trust Company in Dodge City ("First National"). First Dodge owns all
of the issued and outstanding capital stock of FNB. First Dodge owns
all of MBI's preferred stock and 99.56% of its issued and outstanding
common stock. First Dodge's executive offices are located at 619
Second Avenue, P.O. Box 59, Dodge City, Kansas 67801. Its telephone
number is (316) 227-8500.

MBI

Metro Bancshares, Inc., an Oklahoma corporation ("MBI"), is a
bank holding company which owns all of the issued and outstanding
capital stock of Metro Bank. MBI's principal executive offices are
located at 619 Second Avenue, P.O. Box 59, Dodge City, Kansas 67801.
Its telephone number is (316) 227-8500.

FIRST NATIONAL

First National Bank and Trust Company in Dodge City, a national
banking association ("First National"), is the largest of the three
banks in Dodge City, Kansas. FNB owns 87.78% of the issued and
outstanding capital stock of First National. First National's
principal executive offices are located at 619 Second Avenue, P.O. Box
59, Dodge City, Kansas 67801. Its telephone number is (316) 227-8500.

The Special Meetings

Times, Date, and Place

The Special Meeting of Stockholders of First Dodge (the "First
Dodge Special Meeting") will be held on June 15, 1994, at 9:50 a.m.,
Central Daylight Savings Time, at 619 Second Avenue, Dodge City,
Kansas. See "The Special Meetings."

The Special Meeting of Stockholders of First National (the "First
National Special Meeting") will be held on June 15, 1994, at 10:00
a.m., Central Daylight Savings Time, at 619 Second Avenue, Dodge City,
Kansas. See "The Special Meetings."

The Special Meeting of Stockholders of MBI (the "MBI Special
Meeting") will be held on June 15, 1994, at 11:00 a.m., Central
Daylight Savings Time, at 619 Second Avenue, Dodge City, Kansas. See
"The Special Meetings."

Purpose of the Special Meetings

First Dodge Special Meeting. The First Dodge Special Meeting has
been called to consider and vote upon an Agreement and Plan of
Reorganization, dated as of February 2, 1994 (the "Agreement"), among
First Dodge, FNB, First National, MBI, Metro Bank, the stockholders of
First Dodge, and Fourth Financial and the related Agreement of Merger
among First Dodge, FNB, MBI, and Fourth Financial (the "Fourth Merger
Agreement"), which provide for the merger of First Dodge, FNB, and MBI
into Fourth Financial (the "Fourth Merger").

MBI Special Meeting. The MBI Special Meeting has also been
called to consider and vote upon the Agreement and the Fourth Merger
Agreement. The Agreement also provides for the merger of Metro Bank
into BANK IV Oklahoma (the "BANK IV Oklahoma Merger") pursuant to a
related Agreement to Merge (the "BANK IV Oklahoma Merger Agreement").

First National Special Meeting. The First National Special
Meeting has been called to consider and vote upon the Agreement and a
related Agreement to Merge between First National and BANK IV Kansas
(the "BANK IV Kansas Merger Agreement") pursuant to which First
National would be merged into BANK IV Kansas (the "BANK IV Kansas
Merger").

The BANK IV Kansas Merger and the BANK IV Oklahoma Merger are
sometimes collectively referred to herein as the "Bank Mergers"; the
Bank Mergers and the Fourth Merger are sometimes collectively referred
to herein as the "Mergers"; and the Fourth Merger Agreement, the BANK
IV Kansas Merger Agreement, and the BANK IV Oklahoma Merger Agreement
are sometimes collectively referred to as the "Merger Agreements."

Vote Required for the Mergers

First Dodge. The affirmative vote of the holders of at least a
majority of the outstanding First Dodge common stock, par value $1.00
per share ("First Dodge Stock"), is required to approve the Agreement
and the Fourth Merger Agreement. All of the three stockholders of
First Dodge ("First Dodge Stockholders") have executed the Agreement
and have agreed to vote all of their shares of First Dodge Stock in
favor of the Agreement and the Fourth Merger Agreement, so approval of
the Agreement and the Fourth Merger Agreement at the First Dodge
Special Meeting is assured.

MBI. The affirmative vote of the holders of at least a majority
of the issued and outstanding MBI common stock, par value $.10 per
share ("MBI Common Stock") is required to approve the Agreement and the
Fourth Merger Agreement. First Dodge, which owns 99.56% of the issued
and outstanding MBI Common Stock and all of MBI's outstanding preferred
stock, has agreed to vote all of the MBI Common Stock owned by it in
favor of the Agreement and the Fourth Merger Agreement, so approval of
the Agreement and the Fourth Merger Agreement at the MBI Special
Meeting is assured. The holder of MBI's preferred stock does not have
the right to vote at the Special Meetings.

First National. The affirmative vote of the holders of at least
two-thirds of the issued and outstanding First National common stock,
par value $100 per share ("First National Stock") is required to
approve the Agreement and the BANK IV Kansas Merger Agreement. FNB,
which owns 87.78% of the issued and outstanding First National Stock,
has agreed to vote all of such stock in favor of the Agreement and the
BANK IV Kansas Merger Agreement, so approval of the Agreement and the
BANK IV Kansas Merger Agreement at the First National Special Meeting
is assured. As of the date hereof, the executive officers and
directors of First National and their affiliates beneficially own an
aggregate of 115 shares or 1.92% of the issued and outstanding First
National Stock in addition to the shares held by FNB, which they also
beneficially own.

No executive officer or director of Fourth Financial or any of
their affiliates beneficially owns any First Dodge Stock, MBI Common
Stock, or First National Stock.

Appraisal Rights

The stockholders of MBI and First National have the right to
dissent from the Mergers and have their shares of stock appraised and
to receive cash payment for the fair value of such shares. The
dissenters' rights normally available to stockholders under Kansas law
are not available to the First Dodge Stockholders because they have
executed the Agreement and have thereby agreed to vote their shares in
favor of the Agreement and the Fourth Merger Agreement. See "The
Agreement and Proposed Mergers -- Appraisal Rights of Dissenting
Stockholders".

The Mergers

The basic purpose of the Agreement is to provide a means for
Fourth Financial to acquire 100% of the issued and outstanding capital
stock of First National and Metro Bank. The parties have concluded
that the most feasible way of accomplishing that objective in a manner
that would afford favorable income tax treatment to stockholders of
First Dodge, MBI, and First National as to the shares of Fourth Stock
they would receive in the acquisition is to provide for the merger of
First Dodge, FNB, and MBI into Fourth Financial and the concurrent
mergers of First National into BANK IV Kansas and of Metro Bank into
BANK IV Oklahoma. None of such mergers will be effected unless all
three are effected.

Terms of the Mergers

First Dodge. In the Fourth Merger, each issued and outstanding
share of First Dodge Stock will be converted into the right to receive
112.42 shares of Fourth Stock.

MBI. In the Fourth Merger, each issued and outstanding share of
MBI Common Stock not owned by First Dodge will be converted into the
right to receive 0.30 shares of Fourth Stock.

First National. In the BANK IV Kansas Merger, each issued and
outstanding share of First National Stock not owned by FNB will be
converted into the right to receive 95.92 shares of Fourth Stock.

Federal Income Tax Consequences

Stockholders of First Dodge, MBI, and First National will not
realize gain or loss for federal income tax purposes upon consummation
of the Mergers except to the extent they receive cash payments as a
consequence of the Mergers in lieu of receipt of fractional shares.
Neither First Dodge, MBI, First National, nor Fourth Financial has
requested a ruling from the Internal Revenue Service as to the tax
consequences of the Mergers. See "The Agreement and Proposed Mergers
- -- Federal Income Tax Consequences".

Regulatory Approvals

An application for the required approval of the Comptroller of
the Currency has been filed. It is expected that such approval will be
granted on about May 27, 1994, and that the statutory 30-day waiting
period for antitrust review by the United States Department of Justice
will expire on about June 26, 1994. An application has also been made
with the Board of Governors of the Federal Reserve System for a waiver
from the filing requirements under the federal Bank Holding Company
Act. It is anticipated that such waiver will be granted on May 12,
1994.

Recommendation of Boards of Directors of First Dodge, MBI, and First
National

The respective Boards of Directors of First Dodge, MBI, and First
National have each unanimously concluded that the Mergers are in the
best interests of their respective stockholders and recommend that
First Dodge, MBI, and First National stockholders vote FOR approval of
the Agreement and the Merger Agreements. See "The Agreement and
Proposed Mergers -- Recommendations of the Boards of Directors; Reasons
for the Mergers".

Accounting Treatment

It is anticipated that the issuance of Fourth Stock to First
Dodge Stockholders will be treated as a "pooling of interests" for
accounting and financial reporting purposes. The issuance of Fourth
Stock to acquire the minority interests of MBI and First National not
owned by First Dodge or its subsidiary, FNB, will be accounted for as
purchases as of the date of acquisition.

Pending Acquisitions

In addition to the proposed acquisitions of First National and
Metro Bank, Fourth Financial has entered into agreements to acquire a
Missouri savings association, a bank headquartered in Hutchinson,
Kansas, and a savings association located in Oklahoma City, Oklahoma.
In addition, it has agreements in principle to acquire a savings
association located in Stillwater, Oklahoma and a bank located in
Blackwell, Oklahoma. See "Information Concerning Fourth Financial-
Pending Acquisitions."

Interim Earnings

Fourth Financial's unaudited net income for the first quarter of
1994 was $20.2 million compared to $24.2 million in the first quarter
of 1993 when the cumulative effect of adopting a new principle for
accounting for income taxes added $10.5 million to net income. Income
before the cumulative effect of the change in accounting principle for
the first quarter of 1994 was $20.2 million, 47.6% higher than the
$13.7 million recorded in the same quarter of 1993. Fully diluted
earnings per share on income before the cumulative effect of the change
in accounting principle were $.68 and $.46 for the first quarters of
1994 and 1993, respectively. Fully diluted earnings per share on net
income were $.68 and $.81 for the comparable quarters.

The following table shows the unaudited results of operations for
the quarter ended March 31, 1994 and 1993 for First Dodge, MBI, and
First National:
<TABLE>
<CAPTION>
First Dodge MBI First National
------------------- --------------- -----------------
1994 1993 1994 1993 1994 1993
------- ------- ------ ------ ------ ------
(Dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (1,672) $ 367 $(637) $113 $ 194 $ 377
Earnings (loss) per share (318.20) 69.84 (.70) .12 32.33 62.84
</TABLE>

Included in the results of operations for the first three
monthsof 1994 are nonoperating charges for severance payments, data
processing contract settlements and conversions, the write down of
duplicate or obsolete facilities, and other similar charges and a
charge of $1,100,000 at First Dodge and $571,000 (net of a $24,000 tax
benefit) at MBI to accelerate the amortization of intangible assets.
The amounts of these nonoperating charges by company are detailed int
he following table.

First Dodge MBI First National
----------- ------ --------------
(Dollars in thousand except per share amounts)

Nonoperating charge
Included in net
income (loss) $2,603 $ 911 $ 314
Tax benefit 586 129 120
------ ----- -----
Net nonoperating
charge $2,017 $ 782 $ 194
===== ===== =====
Nonoperating charge
effect on earnings
(loss) per share $383.86 $ .86 $32.33

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA

Fourth Financial Corporation

Year Ended
December 31,
------------------------------------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
(In thousands, except per share data)
(1) (1) (1) (1) (1)
<S> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . . . . . . $ 433,467 $ 427,119 $ 479,568 $ 471,191 $ 402,947
Net interest income. . . . . . . . . . . . . 257,966 234,722 208,359 178,536 159,712
Provision for credit losses. . . . . . . . . 7,056 21,343 43,665 49,000 27,397
Net income . . . . . . . . . . . . . . . . . 75,691 63,306 32,109 9,092 21,425
Net income applicable to common and
common-equivalent shares. . . . . . . . . . 68,691 57,355 32,109 9,092 21,425
Period-end assets. . . . . . . . . . . . . . 6,742,873 6,568,782 5,627,798 5,763,227 4,664,372
Period-end long-term debt. . . . . . . . . . 13,989 29,340 47,105 18,798 28,207
Per common share data:
Primary earnings per common share:
Before extraordinary items and cumulative
effect of change in accounting principle 2.26 2.17 1.26 .23 1.00
Extraordinary items and cumulative effect
of a change in accounting principle . . .41 .10 .06 .18 --
Applicable to common and
common-equivalent shares. . . . . . . . 2.67 2.27 1.32 .41 1.00
Fully diluted earnings per common share:
Before extraordinary items and cumulative
effect of change in accounting principle 2.19 2.11 1.23 .23 1.00
Extraordinary items and cumulative effect
of a change in accounting principle . . .35 .08 .05 .17 --
Net income . . . . . . . . . . . . . . . 2.54 2.19 1.28 .40 1.00
Common dividend (2). . . . . . . . . . . . .98 .88 .88 .88 .82
Book value at period-end . . . . . . . . . 18.83 16.74 15.39 14.80 15.47
<FN>
- ------------

(1) Notes 2 and 3 of the Notes to the Fourth Financial 1993 and 1992 Consolidated Financial Statements describe
the business combinations and deposit assumption transactions completed during 1993, 1992, and 1991. Prior
year financial statements have been restated to reflect poolings of interests consummated in 1993. During
1990, Fourth Financial assumed core deposits totaling $937.1 million and purchased loans totaling $244.8
million.

(2) Historical dividends declared without adjustment for poolings of interests.
</TABLE>

Market value of Common Stock
on day preceding announcement
of proposed merger
(November 17, 1993). . . . . $27.00 per share

SELECTED FINANCIAL DATA (Cont'd.)

First Dodge City Bancshares, Inc.

Year Ended
December 31,
------------------------------------------------------------------------------------
1993 1992 1991(2) 1990(1) 1989
----- ----- ----- ----- -----
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Interest income. . . . . . . $ 10,602 $ 11,961 $ 12,468 $ 11,002 $ 11,133
Net interest income. . . . . 6,476 6,697 5,396 4,587 4,597
Provision (benefit)
for credit losses . . . . . (92) 15 261 527 929
Net income (loss). . . . . . 1,601 1,894 1,054 112 (32)
Period-end assets. . . . . . 151,349 153,259 162,757 135,961 118,650
Period-end long-term debt. . 6,295 6,732 6,243 5,089 4,530
Per common share data:
Earnings (loss)
per common share:
Before extraordinary item and
cumulative effect of a change
in accounting principle 290.80 335.71 200.59 21.32 (6.09)
Extraordinary item and
cumulative effect of a change
in accounting principle 13.89 24.74 -- -- --
Net income . . . . . . . 304.69 360.45 200.59 21.32 (6.09)
Common dividend. . . . . . 132.08 142.73 19.03 14.27 31.16
Book value at period-end . 1,618.42 1,445.81 1,241.41 1,080.22 1,073.37
<FN>
- ------------

(1) During 1990, First National assumed core deposits totaling $13,768,000 in the purchase of a failed savings
and loan.

(2) During 1991, Metro Bank assumed core deposits totaling $18,459,000 and loans totaling $10,921,000 in the purchase
of a failed savings and loan.
</TABLE>

Market value of Common Stock
on day preceding announcement
of proposed merger
(November 17, 1993)

Historical . . . . . . . . . No quoted market price
Equivalent . . . . . . . . . $3,035.34 per share

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA (Cont'd.)

Metro Bancshares, Inc.

Year Ended
December 31,
--------------------------------------------------------------------------------
1993 1992 1991(1) 1990 1989
----- ----- ------- ----- -----
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . $ 3,206 $ 3,606 $ 2,735 $ 1,588 $ 1,665
Net interest income. . . . . . . . 2,060 2,247 1,255 702 647
Provision for credit losses. . . . 30 160 141 234 569
Net income (loss). . . . . . . . . 510 678 137 (407) (769)
Net income (loss) applicable
to common stock . . . . . . . . . -- 328 137 (407) (769)
Period-end assets. . . . . . . . . 45,306 36,883 38,721 19,566 19,664
Period-end long-term debt. . . . . 44 44 44 44 44
Per common share data:
Earnings (loss) per common share:
Before extraordinary item. . . -- .22 .15 (.45) (.85)
Extraordinary item . . . . . . -- .14 -- -- --
Net income . . . . . . . . . . -- .36 .15 (.45) (.85)
Common dividend. . . . . . . . . -- -- -- -- --
Book value at period-end . . . . 3.10 3.10 2.73 2.57 2.52
<FN>
- -------------

(1) During 1991, Metro Bank assumed core deposits totaling $18,459,000 and loans totaling $10,921,000 in the
purchase of a failed savings and loan.
</TABLE>

Market value of Common Stock
on day preceding announcement
of proposed merger
(November 17, 1993)

Historical . . . . . . . . . No quoted market price
Equivalent . . . . . . . . . $8.10 per share

<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA (Cont'd.)

First National Bank and Trust Company in Dodge City

Year Ended
December 31,
-------------------------------------------------------------------------------
1993 1992 1991 1990(1) 1989
---- ---- ---- ------- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . $ 7,372 $ 8,327 $ 9,710 $ 9,393 $ 9,446
Net interest income. . . . . . . . 4,807 4,845 4,635 4,347 4,443
Provision (benefit) for credit losses (122) (145) 120 89 360
Net income . . . . . . . . . . . . 1,632 1,672 1,503 1,356 1,347
Period-end assets. . . . . . . . . 104,790 115,020 122,548 114,854 97,855
Period-end long-term debt. . . . . -- -- 138 262 373
Per common share data:
Earnings per common share:
Before cumulative effect of a
change in accounting principle 259.83 278.67 250.50 226.00 224.50
Cumulative effect of a change
in accounting principle . . . 12.17 -- -- -- --
Net income . . . . . . . . . . 272.00 278.67 250.50 226.00 224.50
Common dividend. . . . . . . . . 255.83 216.67 234.17 210.83 204.17
Book value at period-end . . . . 1,532.00 1,515.83 1,453.83 1,437.50 1,422.33
<FN>
- -----------

(1) During 1990, First National assumed core deposits totaling $13,768,000 in the purchase of a failed savings
and loan.
</TABLE>

Market value of Common Stock
on day preceding announcement
of proposed merger
(November 17, 1993)

Historical . . . . . . . . . No quoted market price
Equivalent . . . . . . . . . $2,589.84 per share

COMPARATIVE PER SHARE DATA
APPLICABLE TO FIRST DODGE SHAREHOLDERS

Pro Forma Fourth Financial and First Dodge

Year Ended December 31,
---------------------------------------
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Primary earnings before extraordinary item
and a change in accounting principle:
Fourth Financial historical. . . . . . . . . . . $ 2.26 $ 2.17 $ 1.26
Fourth Financial pro forma (1) . . . . . . . . . 2.27 2.19 1.27
First Dodge historical . . . . . . . . . . . . . 290.80 335.71 200.59
First Dodge pro forma (2). . . . . . . . . . . . 255.19 246.20 142.77

Fully diluted earnings before extraordinary
item and a change in accounting principle:
Fourth Financial historical. . . . . . . . . . . $ 2.19 $ 2.11 $ 1.23
Fourth Financial pro forma (1) . . . . . . . . . 2.20 2.13 1.24
First Dodge historical . . . . . . . . . . . . . 290.80 335.71 200.59
First Dodge pro forma (2). . . . . . . . . . . . 247.32 239.45 139.40

Common dividend:
Fourth Financial historical . . . . . . . . . . $ .98 $ .88 $ .88
First Dodge historical . . . . . . . . . . . . . 132.08 142.73 19.03
Historical pro forma equivalent (3). . . . . . . 110.17 98.93 98.93

Book value per share of common stock:
Fourth Financial historical. . . . . . . . . . . $ 18.83
Fourth Financial pro forma (1) . . . . . . . . . 18.76
First Dodge historical . . . . . . . . . . . . . 1,618.42
First Dodge pro forma (2). . . . . . . . . . . . 2,109.00
<FN>
__________________

(1) Pro forma data includes the combination of Fourth Financial and First Dodge.

(2) Pro forma data multiplied by the number of shares of Fourth Stock expected to be received for each share
of First Dodge Stock.

(3) Fourth Financial historical dividends multiplied by the number of shares of Fourth Stock expected to be
received for each share of First Dodge Stock.

</TABLE>
<TABLE>
<CAPTION>

COMPARATIVE PER SHARE DATA
APPLICABLE TO MBI COMMON SHAREHOLDERS

Pro Forma Fourth Financial and First Dodge

Year Ended December 31,
----------------------------------------
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Primary earnings before extraordinary item
and a change in accounting principle:
Fourth Financial historical. . . . . . . . . . . $ 2.26 $ 2.17 $ 1.26
Fourth Financial pro forma (1) . . . . . . . . . 2.27 2.19 1.27
MBI historical . . . . . . . . . . . . . . . . . -- .22 .15
MBI pro forma (2). . . . . . . . . . . . . . . . .68 .66 .38

Fully diluted earnings before extraordinary
item and a change in accounting principle:
Fourth Financial historical. . . . . . . . . . . $ 2.19 $ 2.11 $ 1.23
Fourth Financial pro forma (1) . . . . . . . . . 2.20 2.13 1.24
MBI historical . . . . . . . . . . . . . . . . . -- .22 .15
MBI pro forma (2). . . . . . . . . . . . . . . . .66 .64 .37

Common dividend:
Fourth Financial historical . . . . . . . . . . $ .98 $ .88 $ .88
MBI historical . . . . . . . . . . . . . . . . . -- -- --
Historical pro forma equivalent (3). . . . . . . .29 .26 .26

Book value per share of common stock:
Fourth Financial historical. . . . . . . . . . . $ 18.83
Fourth Financial pro forma (1) . . . . . . . . . 18.76
MBI historical . . . . . . . . . . . . . . . . . 3.10
MBI pro forma (2). . . . . . . . . . . . . . . . 5.63
<FN>
__________________

(1) Pro forma data includes the combination of Fourth Financial and First Dodge.

(2) Pro forma data multiplied by the number of shares of Fourth Stock expected to be received for each share
of MBI Common Stock.

(3) Fourth Financial historical dividends multiplied by the number of shares of Fourth Stock expected to be
received for each MBI Common Stock.

</TABLE>
<TABLE>
<CAPTION>
COMPARATIVE PER SHARE DATA
APPLICABLE TO FIRST NATIONAL SHAREHOLDERS

Pro Forma Fourth Financial and First Dodge

Year Ended December 31,
---------------------------------------
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Primary earnings before extraordinary item
and a change in accounting principle:
Fourth Financial historical. . . . . . . . . . . $ 2.26 $ 2.17 $ 1.26
Fourth Financial pro forma (1) . . . . . . . . . 2.27 2.19 1.27
First National historical . . . . . . . . . . . 259.83 278.67 250.50
First National pro forma (2) . . . . . . . . . . 217.74 210.06 121.82

Fully diluted earnings before extraordinary
item and a change in accounting principle:
Fourth Financial historical. . . . . . . . . . . $ 2.19 $ 2.11 $ 1.23
Fourth Financial pro forma (1) . . . . . . . . . 2.20 2.13 1.24
First National historical . . . . . . . . . . . 259.83 278.67 250.50
First National pro forma (2) . . . . . . . . . . 211.02 204.31 118.94

Common dividend:
Fourth Financial historical . . . . . . . . . . $ .98 $ .88 $ .88
First National historical . . . . . . . . . . . 255.83 216.67 234.17
Historical pro forma equivalent (3). . . . . . . 94.00 84.41 84.41

Book value per share of common stock:
Fourth Financial historical. . . . . . . . . . . $ 18.83
Fourth Financial pro forma (1) . . . . . . . . . 18.76
First National historical . . . . . . . . . . . 1,532.00
First National pro forma (2) . . . . . . . . . . 1,799.46
<FN>
__________________

(1) Pro forma data includes the combination of Fourth Financial and First Dodge.

(2) Pro forma data multiplied by the number of shares of Fourth Stock expected to be received for each share
of First National Stock.

(3) Fourth Financial historical dividends multiplied by the number of shares of Fourth Stock expected to be
received for each share of First National Stock.

</TABLE>
<TABLE>
<CAPTION>

COMPARATIVE PER SHARE DATA
APPLICABLE TO FIRST DODGE SHAREHOLDERS

Pro Forma Fourth Financial, First Dodge, and Pending Acquisitions

Year Ended December 31,
--------------------------------------------------------------------
Emprise Emprise, Equity,
and Equity and GSB GSB GSB
Transactions Transactions Transaction Transaction
1993 1993 1992 1991
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary earnings before extraordinary item
and a change in accounting principle:
Fourth Financial historical. . . . . . . . . $ 2.26 $ 2.26 $ 2.17 $ 1.26
Fourth Financial pro forma (1) . . . . . . . 2.35 2.32 2.12 1.26
First Dodge historical . . . . . . . . . . . 290.80 290.80 335.71 200.59
First Dodge pro forma (2). . . . . . . . . . 264.19 260.81 238.33 141.65

Fully diluted earnings before extraordinary
item and a change in accounting principle:
Fourth Financial historical. . . . . . . . . $ 2.19 $ 2.19 $ 2.11 1.23
Fourth Financial pro forma (1) . . . . . . . 2.27 2.25 2.07 1.23
First Dodge historical . . . . . . . . . . . 290.80 290.80 335.71 200.59
First Dodge pro forma (2). . . . . . . . . . 255.19 252.95 232.71 138.28

Common dividend:
Fourth Financial historical . . . . . . . . $ .98 $ .98 $ .88 $ .88
First Dodge historical . . . . . . . . . . . 132.08 132.08 142.73 19.03
Historical pro forma equivalent (3). . . . . 110.17 110.17 98.93 98.93

Book value per share of common stock:
Fourth Financial historical. . . . . . . . . $ 18.83 $ 18.83
Fourth Financial pro forma (1) . . . . . . . 18.76 19.00
First Dodge historical . . . . . . . . . . . 1,618.42 1,618.42
First Dodge pro forma (2). . . . . . . . . . 2,109.00 2,135.98
<FN>
__________________

(1) Pro forma data includes the combination of Fourth Financial and the pending acquisitions of First Dodge,
Emprise Bank, National Association ("Emprise"), Equity Bank for Savings, F.A. ("Equity"), and Great
Southern Bancorp, Inc. ("GSB").

(2) Pro forma data multiplied by the number of shares of Fourth Stock expected to be received for each share of
First Dodge Stock.

(3) Fourth Financial historical dividends multiplied by the number of shares of Fourth Stock expected to be
received for each share of First Dodge Stock.

</TABLE>
<TABLE>
<CAPTION>

COMPARATIVE PER SHARE DATA
APPLICABLE TO MBI COMMON SHAREHOLDERS

Pro Forma Fourth Financial, First Dodge, and Pending Acquisitions

Year Ended December 31,
-------------------------------------------------------------------
Emprise Emprise, Equity,
and Equity and GSB GSB GSB
Transactions Transactions Transaction Transaction
1993 1993 1992 1991
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary earnings before extraordinary item
and a change in accounting principle:
Fourth Financial historical. . . . . . . . . $ 2.26 $ 2.26 $ 2.17 $ 1.26
Fourth Financial pro forma (1) . . . . . . . 2.35 2.32 2.12 1.26
MBI historical . . . . . . . . . . . . . . . -- -- .22 .15
MBI pro forma (2). . . . . . . . . . . . . . .71 .70 .64 .38

Fully diluted earnings before extraordinary
item and a change in accounting principle:
Fourth Financial historical. . . . . . . . . $ 2.19 $ 2.19 $ 2.11 $ 1.23
Fourth Financial pro forma (1) . . . . . . . 2.27 2.25 2.07 1.23
MBI . . . . . . . . . . . . . . . . . . . . -- -- .22 .15
MBI pro forma (2). . . . . . . . . . . . . . .68 .68 .62 .37

Common dividend:
Fourth Financial historical . . . . . . . . $ .98 $ .98 $ .88 $ .88
MBI historical . . . . . . . . . . . . . . . -- -- -- --
Historical pro forma equivalent (3). . . . . .29 .29 .26 .26

Book value per share of common stock:
Fourth Financial historical. . . . . . . . . $ 18.83 $ 18.83
Fourth Financial pro forma (1) . . . . . . . 18.76 19.00
MBI historical . . . . . . . . . . . . . . . 3.10 3.10
MBI pro forma (2). . . . . . . . . . . . . . 5.63 5.70
<FN>
__________________

(1) Pro forma data includes the combination of Fourth Financial and the pending acquisitions of First Dodge,
Emprise, Equity, and GSB.

(2) Pro forma data multiplied by the number of shares of Fourth Stock expected to be received for each share of
MBI Common Stock.

(3) Fourth Financial historical dividends multiplied by the number of shares of Fourth Stock expected to be
received for each share of MBI Common Stock.

</TABLE>
<TABLE>
<CAPTION>
COMPARATIVE PER SHARE DATA
APPLICABLE TO FIRST NATIONAL SHAREHOLDERS

Pro Forma Fourth Financial, First Dodge, and Pending Acquisitions

Year Ended December 31,
-------------------------------------------------------------------
Emprise Emprise, Equity,
and Equity and GSB GSB GSB
Transactions Transactions Transaction Transaction
1993 1993 1992 1991
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary earnings before extraordinary item
and a change in accounting principle:
Fourth Financial historical. . . . . . . . . $ 2.26 $ 2.26 $ 2.17 $ 1.26
Fourth Financial pro forma (1) . . . . . . . 2.35 2.32 2.12 1.26
First National historical . . . . . . . . . 259.83 259.83 278.67 250.50
First National pro forma (2) . . . . . . . . 225.41 222.53 203.35 120.86

Fully diluted earnings before extraordinary
item and a change in accounting principle:
Fourth Financial historical. . . . . . . . . $ 2.19 $ 2.19 $ 2.11 $ 1.23
Fourth Financial pro forma (1) . . . . . . . 2.27 2.25 2.07 1.23
First National historical . . . . . . . . . 259.83 259.83 278.67 250.50
First National pro forma (2) . . . . . . . . 217.74 215.82 198.55 117.98

Common dividend:
Fourth Financial historical . . . . . . . . $ .98 $ .98 $ .88 $ .88
First National historical . . . . . . . . . 255.83 255.83 216.67 234.17
Historical pro forma equivalent (3). . . . . 94.00 94.00 84.41 84.41

Book value per share of common stock:
Fourth Financial historical. . . . . . . . . $ 18.83 $ 18.83
Fourth Financial pro forma (1) . . . . . . . 18.76 19.00
First National historical . . . . . . . . . 1,532.00 1,532.00
First National pro forma (2) . . . . . . . . 1,799.46 1,822.48
<FN>
__________________

(1) Pro forma data includes the combination of Fourth Financial and the pending acquisitions of First Dodge,
Emprise, Equity, and GSB.

(2) Pro forma data multiplied by the number of shares of Fourth Stock expected to be received for each share of
First National Stock.

(3) Fourth Financial historical dividends multiplied by the number of shares of Fourth Stock expected to be
received for each First National Stock.
</TABLE>

THE SPECIAL MEETINGS

General

This Joint Proxy Statement-Prospectus is being furnished to
holders of First Dodge Stock, MBI Common Stock, and First National
Stock in connection with the solicitation of proxies by the First
Dodge, MBI, and First National Boards of Directors for use at the
Special Meetings, to be held on June 15, 1994, and any adjournments or
postponements thereof, to consider and vote upon the approval and
adoption of the Agreement and the related Merger Agreements and the
transactions contemplated thereby, and to transact such other business
as may properly come before the Special Meetings or any adjournments or
postponements thereof.

Voting and Revocation of Proxies

Only First Dodge, MBI, and First National stockholders of record
at the close of business on May 11, 1994, will be entitled to notice of
or to vote at the Special Meetings. At the close of business on such
date, there were 5,254.5 shares of First Dodge Stock, 904,795 shares
of MBI Common Stock, and 6,000 shares of First National Stock
outstanding and entitled to be voted at the meeting. The preferred
stock of MBI is not entitled to be voted at the MBI Special Meeting.

As of May 1, 1994, there were three record holders of First Dodge
Stock, two record holders of MBI Common Stock, and 25 record holders of
First National Stock. The holders of First Dodge Stock, MBI Common
Stock, and First National Stock are all entitled to one vote per share
at the Special Meetings.

The affirmative votes by the holders of at least a majority of
the issued and outstanding First Dodge Stock and of at least a majority
of the issued and outstanding MBI Common Stock are required to approve
the Agreement and the Fourth Merger Agreement. The affirmative vote of
the holders of at least two-thirds of the issued and outstanding First
National Stock is required to approve the Agreement and the BANK IV
Kansas Merger Agreement. Approval and adoption of the Agreement and
the related Fourth Merger Agreement or BANK IV Kansas Merger Agreement
and the related transactions are being submitted as a single proposal
at each of the Special Meetings and may not be voted upon other than as
a single proposal. The required approval of the Agreement and the
Fourth Merger Agreement by the sole stockholder of FNB, First Dodge,
has already been obtained.

All of the stockholders of First Dodge have executed the
Agreement and have agreed to vote all of their shares of First Dodge
Stock in favor of the Agreement and the Fourth Merger Agreement. First
Dodge has agreed to vote all of the shares of MBI Common Stock owned by
it (99.56% of the outstanding shares) in favor of the Agreement and the
Fourth Merger Agreement, and FNB has agreed to vote all of the shares
of First National Stock owned by it (87.78% of the outstanding shares)
in favor of the Agreement and the BANK IV Kansas Merger Agreement.
Accordingly, approval of the Agreement and all of the Merger Agreements
at all three of the Special Meetings is assured.

Shares represented by properly executed proxies will, unless such
proxies have been revoked, be voted at the Special Meetings in
accordance with the instructions indicated on such proxies. In the
absence of instructions to the contrary, such shares will be voted FOR
approval and adoption of the Agreement and the related Merger
Agreement, and in the discretion of the proxy holders as to any other
matter which may properly come before the Special Meetings. None of
First Dodge, MBI, nor First National anticipates that any other matters
will come before the Special Meetings.

A stockholder who has given a proxy may revoke it at any time
prior to its exercise at the Special Meeting by giving written notice
of revocation, giving a duly executed proxy bearing a later date to the
Secretary of First Dodge, MBI, or First National, as the case may be,
or revoking the proxy and voting in person at the Special Meeting.
Attendance at a Special Meeting will not in and of itself constitute a
revocation of a proxy.

THE AGREEMENT AND PROPOSED MERGERS

General

The descriptions of the Agreement and the Merger Agreements
contained in this Joint Proxy Statement-Prospectus are qualified in
their entirety by reference to such agreements, the full texts of which
are contained in Annex I to this Joint Proxy Statement-Prospectus and
are incorporated herein by reference.

The Agreement and the Merger Agreements have been approved by the
Boards of Directors of Fourth Financial, First Dodge, FNB, MBI, and
First National. Although approval of the Agreement and the Merger
Agreements by the stockholders of First Dodge, FNB, MBI, and First
National is required, Fourth Financial does not need to obtain approval
of its stockholders to consummate the Agreement and the Merger
Agreements. The Bank Merger Agreements have been approved by the
Boards of Directors and stockholders of BANK IV Kansas, BANK IV
Oklahoma, and Metro Bank and by the Board of Directors of First
National.

The Agreement provides for three simultaneous mergers (the
"Mergers"): the merger of First Dodge, FNB, and MBI into Fourth
Financial; the merger of First National into BANK IV Kansas; and the
merger of Metro Bank into BANK IV Oklahoma. Upon consummation of the
three Mergers, First Dodge, FNB, MBI, First National, and Metro Bank
will all cease to exist separately. The time and date on which the
Mergers will be consummated is referred to herein and in the Agreement
as the "Effective Time".

Background of the Mergers

Senior management officials of Fourth Financial and First Dodge
first began discussing the possible acquisition of First Dodge and its
subsidiaries by Fourth Financial in July of 1993. Following various
negotiations, a letter of intent was executed and delivered by First
Dodge and Fourth Financial on November 17, 1993 and, after further
negotiations on several matters, the Agreement was executed and
delivered on February 2, 1994.

Recommendation of the Boards of Directors; Reasons for the Mergers

In deciding to enter into the Agreement, the First Dodge
Stockholders and the Boards of Directors of First Dodge, MBI, and First
National, after consultation with legal counsel and considering various
alternatives and the outlook for independent banks in southwest Kansas
and in Oklahoma, concluded that the Agreement was in the best interests
of First Dodge, MBI, and First National and their respective
stockholders because it will permit stockholders to exchange on
favorable terms their ownership interests in First Dodge, MBI, and
First National for participation in the ownership of a substantially
larger enterprise operating a multistate banking system whose shares
are publicly traded. See "The Agreement and Proposed Mergers--
Interests of Mr. Harding in the Mergers" for more information
concerning the interests of John V. Harding, Chairman of the Board of
First Dodge and First National and President and a director of MBI, in
the Mergers.

Among the factors considered by the First Dodge Stockholders and
the Boards of Directors of First Dodge, MBI, and First National in
deciding to approve and recommend the terms of the Agreement were the
respective earnings and dividend records, financial conditions,
historical stock prices, managements, and assets and liabilities of
First Dodge, MBI, and First National, on the one hand, and of Fourth
Financial, on the other hand, and the outlook for each in their
respective markets.

The foregoing discussion of the information and factors
considered and given weight by the First Dodge, MBI, and First National
Boards of Directors and the First Dodge Stockholders is not intended to
be exhaustive but is believed to include all material factors
considered by the Boards of Directors and the First Dodge Stockholders.
In reaching a determination to approve and recommend the Agreement and
the Merger Agreements, the First Dodge Stockholders and the First
Dodge, MBI, and First National Boards did not expressly assign any
relative or specific weights to any of the foregoing factors and
individual directors or individual First Dodge Stockholders may have
given differing weights to different factors. The First Dodge, MBI,
and First National Boards of Directors are, however, unanimous in their
respective recommendations to the holders of First Dodge Stock, MBI
Common Stock, and First National Stock that the Agreement and the
Merger Agreements be approved.

The Boards of Directors of First Dodge, MBI, and First National
have each unanimously approved the Agreement and the transactions
contemplated thereby and recommend that First Dodge, MBI, and First
National stockholders vote FOR approval and adoption of the Agreement
and the related Merger Agreements.

The Board of Directors of Fourth Financial approved the Agreement
because it concluded that the expansion of Fourth Financial's
operations into Dodge City and Broken Arrow was desirable and in the
best interests of Fourth Financial's stockholders.

Exchange Ratios

Fourth Merger. Upon consummation of the Fourth Merger, all of
the shares of First Dodge Stock and MBI Common Stock outstanding at the
time the Fourth Merger is effected will cease to exist, and each share
of First Dodge Stock will automatically be converted into the right to
receive 112.42 shares of Fourth Stock, and each share of MBI Common
Stock not owned by First Dodge will automatically be converted into the
right to receive 0.30 shares of Fourth Stock.

BANK IV Kansas Merger. Upon consummation of the BANK IV Kansas
Merger, all of the shares of First National Stock outstanding at the
time of the BANK IV Kansas Merger is effected will cease to exist, and
each share of First National Stock not owned by FNB will automatically
be converted into the right to receive 95.92 shares of Fourth Stock.

Interests of Mr. Harding in the Mergers

In considering the recommendations of First Dodge's, MBI's, and
First National's Boards of Directors, First Dodge, MBI, and First
National stockholders should be aware that John V. Harding, Chairman of
the Board of First Dodge and First National and President and a
director of MBI and a director of Metro Bank, has certain interests in
the Mergers that are in addition to the interests of stockholders
generally and which may create potential conflicts of interest.

The Agreement provides that, prior to the consummation of the
Mergers, First National and Mr. Harding will execute a consulting and
marketing agreement pursuant to which Mr. Harding will perform
specified consulting and marketing services for BANK IV Kansas for a
period of five years in consideration of which he will receive $155,000
per year. The agreement also provides that Mr. Harding will not
compete with BANK IV Oklahoma within Tulsa or Wagoner Counties in
Oklahoma or with BANK IV Kansas within 100 miles of Dodge City, Kansas
during such five year period. Upon consummation of the Mergers, Mr.
Harding will receive the automobile then being furnished to him by
First National. A copy of the consulting and marketing agreement is
attached as Exhibit "E" to the Agreement, Annex I hereto.

Conditions to and Abandonment of the Mergers; Amendment

The respective obligations of Fourth Financial, First Dodge, MBI,
and First National to effect the Mergers are subject to the
satisfaction and continuance in effect as of the Effective Time of a
number of conditions, among which are the following: (i) the
representations and warranties made by each party shall be true in all
material respects at the Effective Time; (ii) the requisite approvals
of the stockholders of First Dodge, FNB, MBI, First National, and Metro
Bank shall have been obtained; (iii) all necessary governmental
approvals shall have been obtained; (iv) absence of litigation or
judicial decree or order preventing the Mergers; (v) receipt of certain
legal opinions and certificates; (vi) receipt of certain agreements
from "affiliates" of First Dodge, MBI, and First National concerning
future sales of the Fourth Stock to be received by them in the Mergers;
(vii) the performance by the parties of their respective covenants
contained in the Agreement; (viii) the stockholder's equity of Metro
Bank and the consolidated stockholders' equity of First National,
calculated in accordance with generally accepted accounting principles,
as of the end of the month immediately preceding the Effective Time
being not less than $3,500,000 and $9,000,000, respectively; (ix)
receipt of satisfactory environmental assessment reports covering all
of the real property of First Dodge and its subsidiaries; (x) the
number of shares of First Dodge Stock, MBI Common Stock, and First
National Stock with respect to which dissenters' appraisal rights are
perfected, shall not, in the aggregate, be convertible in the Mergers
to more than 5% of the total amount of Fourth Stock issuable in the
Mergers; (xi) Mr. Harding having executed and delivered the consulting
and marketing agreement described above; (xii) Fourth Financial having
received a letter from its independent public accountants that the
Fourth Merger will qualify for accounting purposes as a "pooling of
interests; and (xiii) absence of any material adverse change in the
condition (financial or otherwise), business, liabilities, properties,
or assets of First Dodge or any of its subsidiaries or of Fourth
Financial.

It is contemplated that all of the closing conditions will be
satisfied prior to consummation of the Mergers, but the Agreement
specifically permits any party to waive occurrence of any of such
conditions other than those required by law, such as obtaining
stockholder and governmental approvals. No waiver of a condition will
be made that would be materially adverse to First Dodge, MBI, or First
National stockholders.

The Agreement may only be amended by written instrument.

Termination

The Agreement may be terminated and the Mergers abandoned at any
time prior to the Effective Time, before or after approval of the
Agreement by the stockholders of First Dodge, FNB, MBI, First National,
and Metro Bank either by mutual consent of the parties or by either
Fourth Financial or First Dodge in the event of a material breach of a
covenant or representation or warranty by the other which is not
remedied within 30 days of delivery of written notice thereof. Unless
extended by written agreement of the parties, the Agreement will
terminate automatically if the conditions to closing have not occurred
on or before June 30, 1994.

The Agreement and Merger Agreements may also be terminated by
either First Dodge or by Fourth Financial, if, without fault on the
part of the party terminating the Agreement, the Agreement is not
approved by the First Dodge, MBI, or First National stockholders or if
there had been a denial of a required approval or the granting of a
required approval contingent upon compliance with terms reasonably
deemed onerous by Fourth Financial.

Effective Time

The Agreement provides that, unless otherwise agreed, the
Effective Time will be on a date no later than the last day of the
month in which the last required regulatory approval is received and
the latest legally required waiting period expires. The parties have
agreed to exert their best efforts to cause the Effective Time to be on
or before June 30, 1994. It is presently anticipated that the
Effective Time will be on June 30, 1994.

Covenants

The Agreement contains certain covenants to which First Dodge,
FNB, MBI, Metro Bank, and First National and Fourth Financial have
agreed. Among those covenants are agreements that neither First Dodge
or any of its subsidiaries will: amend any of its charter documents;
issue any capital stock; dispose of any of its assets other than in the
usual course of business; enter into any material contract not in the
ordinary course of business; or enter into any transaction or take any
other action which would constitute a breach of any of the
representations, warranties, or covenants contained in the Agreement.
First Dodge and its subsidiaries are also to conduct their business in
the ordinary course as previously conducted, to take all necessary
actions to assist in obtaining governmental approvals and to cause the
Mergers to be consummated in accordance with the Agreement, to
cooperate with Fourth Financial in obtaining current title evidence,
"Phase I" environmental reports, and surveys covering all of their real
property. Fourth Financial also agreed that BANK IV Kansas would
refinance First Dodge's existing credit facility with an unaffiliated
bank in the principal amount of $6,063,000 on no less favorable terms.

Certain Agreements of the First Dodge Stockholders

The First Dodge Stockholders have agreed, among other things, to
vote their shares in favor of the Agreement and the Merger Agreements
at the Special Meetings; not to dispose of or pledge their shares of
First Dodge Stock prior to the Effective Time; not to enter into any
negotiations with anyone concerning a sale of a controlling interest in
First Dodge or any of its subsidiaries; to sign, if requested, an
"affiliate's agreement" as described below; and to severally indemnify
Fourth Financial, BANK IV Kansas, and BANK IV Oklahoma against any loss
in excess of an aggregate of $240,000 (net of any tax effect) sustained
by them by reason of a breach by the First Dodge Stockholders of any
representations, warranties, or covenants contained in the Agreement,
subject to limitations set forth in the Agreement.

Indemnification of Directors and Officers and Insurance

Fourth Financial has agreed either to maintain directors' and
officers' liability insurance for the officers and directors of First
Dodge and its subsidiaries which is substantially similar to that
insurance currently in effect for two years from the Effective Time or
to add such persons to Fourth Financial's insurance policy.

Dividends

The Agreement provides that First Dodge, MBI, and First National
shall each declare and pay cash dividends prior to the Effective Time,
in an aggregate amount equal to the product of (i) the cash dividends
paid on a shares of Fourth Stock to Fourth Financial stockholders of
record between November 15, 1993 and the Effective Time multiplied by
(ii) the number of shares of Fourth Stock to be issued per share of
First Dodge Stock, MBI Common Stock, and First National Stock,
respectively, so that First Dodge, MBI, and First National stockholders
will receive cash dividends prior to the Effective Time equivalent to
that they would have received had the Mergers been effected on November
15, 1993. The following table shows the dividends paid on First Dodge
Stock, MBI Common Stock, and First National Stock on the dates
indicated:

Dividends Paid

Per Share Paid
--------- ----
First Dodge $29.229 December 15, 1993
29.229 March 16, 1994
MBI .078 February 15, 1994
.078 March 23, 1994
First National 24.939 January 12, 1994
24.939 April 16, 1994

It is not anticipated that any additional dividends will be declared or
paid prior to the Effective Time by First Dodge, MBI, or First
National.

Exchange of Certificates; Fractional Shares

As soon as practicable following the consummation of the Mergers,
First Dodge, MBI, and First National stockholders will be notified by
Fourth Financial of the procedure to be followed to exchange their
stock certificates for certificates of Fourth Stock.

Until surrendered for exchange, each currently outstanding First
Dodge, MBI, or First National stock certificate will be deemed to
represent the right to receive the Fourth Stock into which such stock
has been converted in the Mergers. No dividends or other form of
distribution declared by Fourth Financial will be paid to former First
Dodge, MBI, or First National stockholders until the First Dodge, MBI,
or First National stock certificates are surrendered and exchanged for
Fourth Stock certificates. Upon surrender and exchange of such stock
certificates, there will be paid to the record holders of the Fourth
Stock certificates issued in the exchange the amount, without interest
thereon, of dividends and other distributions, if any, which would
otherwise have become payable on or after the Effective Time with
respect to the number of full shares of Fourth Stock represented
thereby.

No fractional shares of Fourth Stock will be issued in the
Mergers. Each person otherwise entitled to a fractional share will be
paid the cash value for such fractional share, without interest, based
on the closing sales price for Fourth Stock in the NASDAQ National
Market System two trading days preceding the Effective Time as reported
in the Southwest Edition of The Wall Street Journal.

Management After the Mergers

The Agreement provides that the current officers and directors of
Fourth Financial will continue to be the officers and directors of
Fourth Financial after the Mergers. Information concerning the
executive officers of Fourth Financial is contained in Item 1 of the
Form 10-K of Fourth Financial for the year ended December 31, 1993
("Fourth 10-K") under the caption "Executive Officers of Registrant"
and information concerning the directors of Fourth Financial is
contained in the proxy proxy statement for Fourth Financial's annual
meeting of stockholders held on April 21, 1994, (the "Fourth Proxy
Statement") under the caption "Election of Directors", both of which
descriptions are hereby incorporated by reference.

Accounting Treatment

Fourth Financial anticipates that the issuance of Fourth Stock to
First Dodge Stockholders will be treated as a "pooling of interests"
for accounting and financial reporting purposes. Consequently, Fourth
Financial anticipates that it will, in accordance with generally
accepted accounting principles, restate its consolidated financial
statements to include the assets, liabilities, stockholders' equity,
and results of operations of First Dodge and its subsidiaries as
reflected in First Dodge's historical consolidated financial
statements, subject to appropriate adjustments, if any, to conform the
accounting principles of the companies. The issuance of Fourth Stock
to acquire the minority interests of MBI and First National not owned
by First Dodge will be accounted for as purchases as of the date of the
acquisition.

Federal Income Tax Consequences

In General
- ----------
The following discussion summarizes some of the federal income
tax considerations which may be relevant to a stockholder of First
Dodge, MBI, or First National (the "Merging Corporations") considering
the terms of the Agreement and transactions contemplated thereby. No
discussion of state or local tax considerations is provided. It is
impractical to set forth in this discussion all aspects of tax law
which may have consequences with respect to a stockholder's
participation in the Mergers. Accordingly, the following discussion is
not intended to be an exhaustive discussion of all tax considerations
concerning the exchange of stock in a Merging Corporation for Fourth
Stock pursuant to the Agreement and the Merger Agreements.

The Internal Revenue Code of 1986, as amended (the "Code"),
judicial decisions, and administrative interpretations, including
revenue rulings, are subject to change at any time and, in some
circumstances, with retroactive effect. Any material change in any of
these authorities after the date of this Joint Proxy Statement-
Prospectus could result in a change in the tax consequences described
below.

None of Fourth Financial, First Dodge, MBI, or First National has
requested an advance ruling from the Internal Revenue Service as to the
tax consequences of the Mergers.

Taxation of Mergers
- -------------------
For federal income tax purposes:

1. The Mergers will constitute tax-free reorganizations;

2. No gain or loss will be recognized by holders of stock in
a Merging Corporation to the extent such stockholders receive solely
Fourth Stock in the Mergers in exchange for shares of stock which they
hold;

3. The payment of cash in lieu of fractional share interests
in Fourth Stock will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by Fourth
Financial. These cash payments will be treated as having been received
as distributions in full payment in exchange for the stock redeemed,
resulting in the recognition of gain or loss;

4. The holding period of Fourth Stock received in the Mergers
will include the holding period of the stock for which it is exchanged,
assuming the shares of such stock were capital assets in the hands of
the holder thereof at the Effective Time; and

5. The basis of Fourth Stock received in the Mergers,
including fractional share interests deemed to have been received, will
be the same as the basis of the stock exchanged for Fourth Stock in the
Mergers increased by the amount of gain recognized and decreased by the
amount of cash received by such stockholder pursuant to the Mergers in
lieu of receipt of fractional shares of Fourth Stock.

For the Mergers to constitute tax-free reorganizations (and the
foregoing consequences be applicable to the First Dodge, MBI, and First
National stockholders), each Merger must satisfy what is known as the
"continuity of interest" test. The "continuity of interest" test
requires that there be a continuing interest through stock ownership in
Fourth Financial on the part of the historic First Dodge, MBI, and
First National stockholders. In order for a Merging Corporation's
stockholder to meet the continuity of interest test, there must be no
plan or intention by the Merging Corporation's stockholders to sell,
exchange, or otherwise dispose of a number of shares of Fourth Stock
received in the Mergers that would reduce the Merging Corporation's
stockholders' ownership of Fourth Stock to a number of shares having a
value, as of the Effective Time, of less than 50% of the value of the
formerly outstanding stock as of the same date. For purposes of the
continuity of interest test, an amount of Fourth Stock equal to the sum
of (i) the value of stock surrendered by persons exercising dissenters'
rights, (ii) the value of stock surrendered for cash in lieu of
fractional shares of Fourth Stock, (iii) the value of shares of Fourth
Stock held by stockholders prior to the Mergers and otherwise sold,
redeemed, or disposed of immediately prior to the Effective Time, (iv)
the aggregate cash dividends paid by the Merging Corporation as
permitted by the Agreement, and (v) the value of shares of stock sold,
redeemed, pledged, or disposed of between November 15, 1993 and the
Effective Time, may be deemed received by stockholders in the Mergers
and sold, exchanged, or disposed of immediately thereafter.

Taxation of Cash Received in the Mergers
- ----------------------------------------
The receipt of cash by stockholders of a Merging Corporation in
lieu of receipt of a fractional share of Fourth Stock pursuant to the
Mergers will be taxable to such stockholder for federal income tax
purposes, and should result in such stockholder's being accorded
capital gain or loss treatment, provided that the stock exchanged
therefor was held by such stockholder as a capital asset at the
Effective Time. The amount of gain or loss recognized on the exchange
by a stockholder who receives cash in lieu of a fractional share will
be equal to the difference between the cash received and such
stockholder's adjusted basis in the fractional share deemed exchanged.

Miscellaneous
- -------------
Under federal backup withholding rules, unless an exemption
applies under the applicable law and regulations, Fourth Financial or
the exchange agent engaged by it will be required to withhold 31% of
all cash payments unless the First Dodge, MBI, or First National
stockholder or other payee provides his or her taxpayer identification
number (social security number in the case of an individual, employer
identification number in the case of other taxpayers) and certifies
that such number is correct. Each First Dodge, MBI, or First National
stockholder and, if applicable, each other payee should complete and
sign the Substitute W-9 form that will be included as part of the
letter of transmittal mailed to stockholders after the Effective Time
so as to provide the information and certification necessary to avoid
backup withholding, unless an applicable exemption exists and is proved
in a manner satisfactory to Fourth Financial.

The Code, judicial decisions, and administrative interpretations,
including revenue rulings, are subject to change at any time and, in
some circumstances, with retroactive effect. Any material change in
any of these authorities made after the date of this Joint Proxy
Statement-Prospectus could result in a change in the tax consequences
described above. No assurance can be given that the Internal Revenue
Service will not challenge the conclusions set forth above or that the
legal conclusions described above would be upheld in a court of law.

The federal income tax discussion set forth above is included for
general information only and does not purport to constitute a complete
discussion of all federal income tax consequences applicable in all
circumstances to the Mergers. It may not be applicable to foreign
stockholders, mutual funds, insurance companies, tax-exempt
organizations, broker-dealers, persons who are not United States
residents, or to stockholders who have acquired shares as compensation.

First Dodge, MBI, and First National stockholders are urged to
consult their own tax advisors as to the specific tax consequences to
them of the Mergers, including tax return reporting requirements and
the applicability and effect of existing and proposed federal, state,
local, and other tax laws.

Resales of Fourth Stock Issued in the Mergers; Affiliates

Shares of Fourth Stock received by persons who are deemed to be
"affiliates", as such term is defined in the rules of the Commission
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of First Dodge, MBI, and First National prior to the
Mergers may be resold by them during the two years after the Effective
Time only in transactions permitted by the resale provisions of Rule
145 promulgated under the Securities Act or as otherwise permitted
under the Securities Act. The Agreement provides that First Dodge will
furnish Fourth Financial a list of the affiliates of First Dodge, MBI,
and First National and such persons are required to execute and deliver
a written agreement to the effect that they will not offer or sell
shares of Fourth Stock received in the Mergers in violation of the
Securities Act or the rules and regulations of the Commission
promulgated thereunder. In addition, such agreement will provide that
such persons will not sell or otherwise dispose of any shares received
in the Mergers until financial results (including combined revenues and
net income) covering at least 30 days of Fourth Financial's
consolidated operations following the Mergers have been published. If,
as is anticipated at the time of the mailing of this Joint Proxy
Statement-Prospectus to stockholders, the Effective Time is June 30,
1994, affiliates would be permitted to dispose of shares received in
the Mergers, subject to the provisions of Rule 145, after Fourth
Financial's release of its financial results for the third quarter of
1994. Fourth Financial's expectation is that such a release would be
made approximately October 20, 1994.

All certificates evidencing Fourth Stock issued in the Mergers to
affiliates of First Dodge, MBI, or First National will bear a legend
restricting transfer of such shares as described above.

Expenses

Each party to the Agreement is to pay its own expenses incurred
in connection therewith and in connection with the consummation of the
Mergers whether or not the Mergers are effected. It is anticipated
that the combined expenses of First Dodge, MBI, and First National will
be approximately $125,000, and that Fourth Financial's expenses will be
approximately $110,000. In addition to the solicitation of proxies by
use of the mail, First Dodge, MBI, and First National may utilize the
services of their officers and directors, who will receive no
additional compensation, to solicit proxies personally and by telephone
from stockholders.

Appraisal Rights of Dissenting Stockholders

First Dodge Stockholders. Because all three of the First Dodge
stockholders have executed the Agreement and have agreed to vote all of
their shares of First Dodge Stock in favor of the Agreement and the
Fourth Merger Agreement, the rights normally afforded stockholders of
Kansas corporations to dissent from a merger and receive the fair value
of their shares will not be available to them.

MBI Common Stockholders. Set forth below is a discussion of
appraisal rights generally available to stockholders of Oklahoma
corporations. A stockholder of MBI who desires to dissent from the
Agreement and the Fourth Merger Agreement pursuant to Section 1091 of
the Oklahoma General Corporation Act and receive cash payment for his
or her shares must comply with both of the following conditions and
requirements:

1. Such stockholder must deliver to MBI before the taking of
the vote on the Agreement and the Fourth Merger Agreement a
written demand for appraisal of such stockholder's shares. Such
demand should be delivered or mailed in time to arrive before the
vote at the MBI Special Meeting to Metro Bancshares, Inc., 619
Second Avenue, Dodge City, Kansas 67801, Attention: Secretary.
Such a written demand must be made in addition to, and separate
from, any proxy or vote against adoption and approval of the
Agreement. Neither a proxy vote against, nor a vote at the
meeting against, nor a failure to vote for, nor abstaining from
voting on the Fourth Merger will constitute the required written
demand. Unless a stockholder files the written demand as
provided above, he or she will not have any rights as a
dissenting stockholder.

2. Such stockholder must not vote by proxy or in person in
favor of adoption and approval of the Agreement and the Fourth
Merger Agreement. A stockholder who executes and returns an
unmarked proxy will have his or her shares of MBI Common Stock
voted in favor of the Agreement and the Fourth Merger Agreement
and as a consequence thereof will be foreclosed from exercising
any rights as a dissenting stockholder. A stockholder who
abstains from voting by marking a proxy "Abstain" or by otherwise
not voting will not thereby be foreclosed from exercising
dissenters' rights. The failure of a stockholder to vote at the
MBI Special Meeting will not constitute a waiver of his or her
rights as a dissenting stockholder.

Within ten days from the Effective Time, Fourth Financial must mail to
any stockholder who has complied with the two conditions described
above (a "Dissenting Stockholder") written notice that the Fourth
Merger has become effective.

Within 120 days after the Effective Time, either Fourth Financial
or any Dissenting Stockholder may file a petition with the district
court demanding a determination of the value of the stock of all
Dissenting Stockholders. Any Dissenting Stockholder may, at any time
within 60 days after the Effective Time, withdraw the demand of the
stockholder and accept the terms of the Fourth Merger Agreement.
Dissenting Stockholders are entitled to receive from Fourth Financial
a statement setting forth the aggregate number of shares not voted in
favor of the Fourth Merger and with respect to which demands for
appraisal have been received and the aggregate number of holders of
such shares. If no appraisal proceeding is commenced within such 120-
day period, the rights of all Dissenting Stockholders to appraisal
shall cease.

If such an action is commenced, Fourth Financial would be
required to file with the court a verified list containing the names
and addresses of all Dissenting Stockholders. If so ordered by the
court, the clerk of the court would then give notice of the time and
place fixed for the hearing on the petition by registered or certified
mail to Fourth Financial and to all Dissenting Stockholders. Such
notice would also be published in a newspaper of general circulation in
Oklahoma City, Oklahoma, or such other publication as the court deems
advisable.

At the hearing, the court would determine the stockholders who
have perfected their dissenters' rights and may require all such
persons to submit their MBI stock certificates to the court for
notation thereon of the pendency of the appraisal proceedings, and may
dismiss the proceedings with respect to any Dissenting Stockholder who
fails to comply with that order. The court would then, taking into
account all relevant factors, determine the fair value of the MBI
Common Stock of all of the Dissenting Stockholders exclusive of any
element of value arising from the accomplishment or expectation of the
merger, and order its payment to the Dissenting Stockholders, together
with interest, if any, to be paid upon such amount. Discovery and
other pretrial proceedings would be conducted to the extent permitted
by the court in its discretion. Interest may be simple or compound as
the court may direct. Court costs would be taxed upon the parties as
the court directs. Upon application of any Dissenting Stockholder, the
court may order all or a portion of the expenses incurred by any
Dissenting Stockholder in connection with the appraisal proceedings,
including, without limitation, reasonable attorney's fees and the fees
and expenses of experts, to be charged pro rata against all of the
shares entitled to an appraisal.

Any stockholder who has duly demanded appraisal in compliance
with Section 1091 of the Oklahoma General Corporation Act will not,
after the Effective Time, be entitled to vote for any purpose the
shares of MBI Common Stock subject to such demand or to receive payment
of dividends or other distributions with respect to the shares held by
such holder, except for dividends or distributions payable to
stockholders of record at a date prior to the Effective Time of the
Fourth Merger.

MBI stockholders who have elected to dissent are bound by their
election unless they withdraw their demand within 60 days after the
Effective Time and may not thereafter withdraw their election and
receive Fourth Stock without the written consent of Fourth Financial.

The foregoing discussion of dissenters' rights is a summary only
and is qualified in its entirety by reference to Annex II to this Joint
Proxy Statement-Prospectus.

First National Stockholders. Under the provisions of 12 U.S.C.
Section 215a, stockholders of First National have the right to dissent
from the BANK IV Kansas Merger and to have their shares of First
National Stock appraised and purchased for cash. In order to be
eligible for such a purchase, a First National stockholder must comply
with both of the following conditions and requirements:

1. Such stockholder must either vote his or her shares against
the approval and adoption of the Agreement and the BANK IV Kansas
Merger Agreement or give notice prior to the First National
Special Meeting to the presiding officer that such stockholder
dissents from the plan of merger. Such notice should be mailed
or delivered in time to be received prior to the commencement of
the First National Meeting to First National Bank and Trust
Company in Dodge City, 619 Second Avenue, P.O. Box 59, Dodge
City, Kansas 67801, Attention: Chairman of the Board. A First
National stockholder who executes and returns an unmarked proxy
will have his or her shares voted in favor of the Agreement and
the BANK IV Kansas Merger and unless he or she has given written
notice that he or she dissents from the plan of merger, he or she
will be foreclosed from any rights as a dissenting stockholder.

2. Such stockholder must then make a written request for
payment of the value of his or her shares. The notice described
in the preceding paragraph will not suffice to meet this
requirement. Such request must be made to BANK IV Kansas before
thirty days after the Effective Time and must be accompanied by
the stock certificates representing the First National Stock as
to which such dissenters' rights are being exercised. Such
written request should be mailed or delivered to BANK IV Kansas,
National Association, P.O. Box 4, 100 North Broadway, Wichita,
Kansas 67201, Attention: Chairman of the Board. All First
National stockholders who have complied with the notice
requirements described in (1) above will be promptly notified of
the Effective Time.

If there are any dissenting First National stockholders, the
value of their shares shall be ascertained, as of the Effective Time,
by a committee of three persons, composed of one person selected by the
holders of the majority of the stock, the owners of which are
exercising their appraisal rights, one selected by the directors of
BANK IV Kansas, and the third selected by the other two appraisers.
The value selected by any two of the three appraisers shall govern, but
if the value so selected is not satisfactory to any dissenting
stockholder, that stockholder may, within five days after being
notified of the appraised value of the stockholder's shares, appeal to
the Comptroller of the Currency (the "Comptroller") who shall cause a
reappraisal to be made, which shall be final and binding as to the
value of the shares of the stockholder making the appeal.

If, within 90 days of the Effective Time, either one or more of
the appraisers is not appointed or the appraisers fail to determine the
value of the shares, any interested party may make written request to
the Comptroller for the Comptroller to cause an appraisal to be made.
Any appraisal so made by the Comptroller is final and binding on all
parties.

The expenses of the Comptroller in making such an appraisal or
reappraisal are to be paid by BANK IV Kansas. The value of the shares
of First National Stock ascertained in the manner described above is to
be paid promptly to dissenting stockholders.

First National stockholders who have elected to dissent are bound
by their election and may not thereafter withdraw their election and
receive Fourth Stock without the written consent of Fourth Financial.

The foregoing explanation of dissenters' rights applicable to the
BANK IV Kansas Merger is a summary only and is qualified in its
entirety by reference to Annex III to this Joint Proxy Statement-
Prospectus.

Information Applicable to Both MBI and First National
Stockholders. A demand for appraisal must be made by or for and in the
name of the stockholder of record, fully and correctly, as such
stockholder's name appears on the stockholder's stock certificates.
Such demand cannot be made by the beneficial owner if the stockholder
does not also hold the shares of record. If the stock is owned of
record in a fiduciary capacity, such as by a trustee, guardian, or
custodian, such demand must be executed by the fiduciary. If the stock
is owned of record by more than one person, as in a joint tenancy or
tenancy in common, such demand must be executed by all joint owners.
An authorized agent, including an agent for two or more joint owners,
may execute the demand for appraisal for a stockholder of record;
however, the agent must identify the record owner and expressly
disclose the fact that, in exercising the demand, he or she is acting
as agent for the record owner.

A record owner, such as a broker, who holds stock as a nominee
for others, may exercise the right of appraisal with respect to the
shares held for all or less than all beneficial owners of shares held
by the record owner. In such case, the written demand must set forth
the number of shares as to which appraisal is sought. If the number of
shares as to which appraisal is sought is not expressly mentioned, the
demand will be presumed to cover all shares of stock outstanding in the
name of such record owner. Persons whose shares are held by brokers or
other nominees and who desire to exercise dissenters' rights of
appraisal should consider either (a) arranging to have their shares
transferred into their own names of record and making the necessary
written demand for appraisal or (b) arranging to have their broker or
other nominee, as the case may be, take all of the steps necessary to
comply with the applicable statute.

Comparative Rights of Stockholders

The rights of the stockholders of First Dodge, MBI, and First
National are different from the rights of stockholders of Fourth
Financial with respect to several significant matters:

1. The Board of Directors of Fourth Financial is classified
into three classes and only one-third of its members are elected
annually, thereby reducing the benefits of cumulative voting. All
members of the First Dodge, MBI, and First National boards of directors
are elected annually. Cumulative voting is in effect in the election
of Fourth Financial directors. First Dodge, MBI, and First National
also have cumulative voting for election of directors. Cumulative
voting means that each stockholder is entitled, in voting for
directors, to as many votes as equals the number of shares of stock
held by him or her on the record date multiplied by the number of
directors to be elected, and such votes may all be cast for a single
candidate or may be distributed among several or all of the candidates
as the stockholder sees fit.

2. In the event of a proposed merger, sale of substantially
all of the assets, or other business combination of First Dodge, MBI,
or First National, the affirmative vote of only a majority (two-thirds
in the case of First National) of the shares of stock entitled to vote
on the matter may approve such transaction. An 80% vote is required by
Fourth Financial stockholders to approve such actions in certain
circumstances.

The foregoing discussion of certain similarities and material
differences between the rights of First Dodge, MBI, and First National
stockholders and Fourth Financial stockholders under their respective
charter documents and state and federal laws is only a summary of
certain provisions and does not purport to be a complete description of
such similarities and differences, and is qualified in its entirety by
reference to the General Corporation Law of Oklahoma, the General
Corporation Code of Kansas, and the federal National Banking Act, the
common law under such statutes, and the full texts of the Articles of
Incorporation of First Dodge, the Amended and Restated Certificate of
Incorporation of MBI, the Amended Articles of Association of First
National, the Restated Articles of Incorporation of Fourth Financial,
the respective Bylaws of First Dodge, MBI, First National, and Fourth
Financial, and all amendments thereto.

PRO FORMA FINANCIAL STATEMENTS

FOURTH FINANCIAL CORPORATION AND
FIRST DODGE CITY BANCSHARES, INC. (Pending Acquisition)

The following unaudited pro forma condensed consolidated statement
of condition as of December 31, 1993 combines (1) the amounts shown in
the historical consolidated statement of condition of Fourth Financial
and (2) the amounts shown in the historical consolidated statement of
condition of First Dodge all as of December 31, 1993. The combination
of First Dodge is based on the pooling-of-interest method of
accounting. The pro forma condensed consolidated statement of
condition is not necessarily indicative of the combined financial
position as it may be in the future or as it might have been had the
acquisition been consummated on December 31, 1993. The following notes
describe the assumptions used in this pro forma condensed consolidated
statement of condition. This pro forma condensed consolidated
statement should be read in conjunction with the other pro forma and
historical financial statements and notes thereto appearing elsewhere
herein.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONDITION
December 31, 1993
(Unaudited)
(Dollars in thousands, except per share amounts)

Fourth First Pro Forma
---------------------------
Financial Dodge Adjustments Combined
----------- --------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Cash and due from banks. . . . . . . .$ 313,799 $ 6,893 $ (120) A $ 320,572
Interest-bearing deposits in other
financial institutions. . . . . . . . 2,232 793 -- 3,025
Investment securities. . . . . . . . . 2,929,543 33,095 -- 2,962,638
Trading account securities . . . . . . 474 -- -- 474
Federal funds sold and securities pur-
chased under agreements to resell . . 4,575 9,095 (2,300) A 4,913
(6,457) D
Loans and leases . . . . . . . . . . . 3,257,787 94,292 -- 3,352,079
Allowance for credit losses. . . . . . (66,368) (1,249) -- (67,617)
---------- -------- --------- ----------
Net loans and leases . . . . . . . . 3,191,419 93,043 -- 3,284,462
Bank premises and equipment. . . . . . 142,972 2,692 -- 145,664
Income receivable and other assets . . 94,061 3,206 -- 97,267
Intangible assets, net . . . . . . . . 63,798 2,532 956 C 67,286
---------- -------- --------- ----------
Total assets . . . . . . . . $6,742,873 $151,349 $ (7,921) $6,886,301
========== ======== ========= ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Deposits. . . . . . . . . . . . . . . $5,307,736 $129,168 $ (120) A $5,436,784
Other borrowings . . . . . . . . . . . 766,929 5,307 (2,300) A 769,936
Accrued interest, taxes,
and other liabilities . . . . . . . . 55,874 940 (162) D 56,652
Long-term debt . . . . . . . . . . . . 13,989 6,295 (6,295) D 13,989
Minority interest. . . . . . . . . . -- 1,135 (1,135) C --
---------- -------- -------- ---------
Total liabilities . . . . . . . . . 6,144,528 142,845 (10,012) 6,277,361
---------- -------- -------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock. . . . . . . . . . . . 100,000 -- -- 100,000
Common stock . . . . . . . . . . . . . 132,876 5 2,948 B 135,829
Capital surplus. . . . . . . . . . . . 105,905 3,145 (2,948) B 106,101
(1) C
Retained earnings. . . . . . . . . . . 239,456 5,354 -- 244,810
Less: Stock option loans . . . . . . . (1,795) -- -- (1,795)
Treasury stock . . . . . . . . . (3,245) -- 2,092 C (1,153)
Unrealized gains on available-
for-sale securities . . . . . . . . . 25,148 -- -- 25,148
---------- -------- -------- ----------
Total stockholders' equity. . 598,345 8,504 2,091 608,940
---------- -------- -------- ----------
Total liabilities and
stockholders' equity. . . . $6,742,873 $151,349 $ (7,921) $6,886,301
========== ======== ======== ==========
Book value per share of
common stock. . . . . . . . . . . . . $18.83 $18.76
====== ======
Risk-based capital ratios:
Tier I (regulatory minimum 4%) . . 12.97% 13.47%
Total (regulatory minimum 8%) . . 14.22 14.72
Leverage capital ratio
(regulatory minimum 3%) . . . . . . . 7.61 7.92
</TABLE>

Pro forma adjustments and notes to the condensed consolidated
statement of condition are as follows:

(A) To eliminate intercompany balances (dollars in thousands).

Cash and due from banks/deposits. . . . . . . . . 120
Federal funds sold/federal funds purchased 2,300

(B) To record the issuance of 590,711 shares of Fourth Financial
stock in exchange for all of the 5,254.5 shares of First
Dodge in a transaction accounted for as a pooling of
interests.

(C) Fourth Financial also will issue 70,309 shares and 1,200
shares of Fourth Financial stock from treasury in exchange
for the minority interests of First Dodge's subsidiaries:
First National (733 shares) and MBI (4,000 shares),
respectively, in transactions to be accounted for as
purchases. The 71,509 Fourth Financial shares to be issued
in the purchase transactions were valued for purposes of
this pro forma condensed consolidated statement of condition
at $29.25 per share, the closing sales price of Fourth
Financial Stock on December 31, 1993. Cost in excess of net
assets acquired is being amortized using the straight-line
method over 20 years.

(D) To record Fourth Financial's repayment of debt and accrued
interest of First Dodge.

Pro forma book value per share of common stock is based on the
26,463,733 outstanding shares of common stock of Fourth Financial at
December 31, 1993 and the 662,220 shares anticipated to be issued in
the pending First Dodge acquisition.

PRO FORMA FINANCIAL STATEMENTS

FOURTH FINANCIAL CORPORATION, AND
FIRST DODGE CITY BANCSHARES, INC. (Pending Acquisition)

The following unaudited pro forma condensed consolidated
statements of income for the years ended December 31, 1993, 1992, and
1991 combine (1) the amounts shown in the historical consolidated
statements of income of Fourth Financial and (2) the amounts shown in
the historical consolidated statements of income of First Dodge. The
combination of First Dodge is based on the pooling-of-interests method
of accounting assuming the acquisition had been consummated at the
beginning of the three-year period presented and other assumptions also
described in the following notes. The pro forma results for the year
ended December 31, 1993 are not necessarily indicative of the results
as they may be in the future. The pro forma condensed consolidated
statements of income should be read in conjunction with the other pro
forma and historical financial statements and notes thereto appearing
elsewhere herein.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except per share amounts)

Year Ended December 31,
-------------------------------------
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . $262,905 $269,391 $314,771
Interest on short-term investments . . . . . . . . 2,165 4,756 14,760
Interest and dividends on
investment securities . . . . . . . . . . . . . . 178,812 164,679 161,821
Interest and dividends on trading
account securities. . . . . . . . . . . . . . . . 136 222 594
-------- -------- --------
Total interest income. . . . . . . . . . . . . . 444,018 439,048 491,946
-------- -------- --------
Interest expense:
Interest on deposits . . . . . . . . . . . . . . . 158,195 183,523 260,320
Interest on other borrowings . . . . . . . . . . . 19,095 10,342 13,188
Interest on long-term debt . . . . . . . . . . . . 2,286 3,764 4,683
-------- -------- --------
Total interest expense . . . . . . . . . . . . . 179,576 197,629 278,191
-------- -------- --------
Net interest income. . . . . . . . . . . . . . . . . 264,442 241,419 213,755
Provision for credit losses. . . . . . . . . . . . . 6,964 21,358 43,926
-------- -------- --------
Net interest income after provision
for credit losses . . . . . . . . . . . . . . . . . 257,478 220,061 169,829
Noninterest income . . . . . . . . . . . . . . . . . 90,735 84,656 87,373
Noninterest expense. . . . . . . . . . . . . . . . . 258,685 222,274 215,207
-------- -------- --------
Income before income taxes, minority interest,
and extraordinary item. . . . . . . . . . . . . . . 89,528 82,443 41,995
Income taxes . . . . . . . . . . . . . . . . . . . 22,667 19,540 10,041
-------- -------- --------
Income before minority interest and
extraordinary item. . . . . . . . . . . . . . . . . 66,861 62,903 31,954
Minority interest. . . . . . . . . . . . . . . . . . -- (206) (188)
-------- -------- --------
Income before extraordinary item . . . . . . . . . . $ 66,861 $ 62,697 $ 31,766
======== ======== ========
Income before extraordinary item applicable to
common and common-equivalent shares . . . . . . . . $ 59,861 $ 56,746 $ 31,766
======== ======== ========

Earnings before extraordinary item
per common share:
Primary. . . . . . . . . . . . . . . . . . . . . . $2.27 $2.19 $1.27
===== ===== =====
Fully diluted. . . . . . . . . . . . . . . . . . . $2.20 $2.13 $1.24
===== ===== =====

</TABLE>
<TABLE>
<CAPTION>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31, 1993
(Unaudited)
(In thousands, except per share amounts)

Fourth First Pro Forma
----------------------------
Financial Dodge Adjustments Combined
----------- ------- ----------- ----------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . $254,730 $ 8,175 $ -- $262,905
Interest on short-term investments . . . . . . . . 1,937 279 (51) A 2,165
Interest and dividends on
investment securities . . . . . . . . . . . . . . 176,664 2,148 -- 178,812
Interest and dividends on trading
account securities. . . . . . . . . . . . . . . . 136 -- -- 136
-------- --------- --------- --------
Total interest income. . . . . . . . . . . . . . 433,467 10,602 (51) 444,018
-------- --------- --------- --------
Interest expense:
Interest on deposits . . . . . . . . . . . . . . . 154,725 3,470 -- 158,195
Interest on other borrowings . . . . . . . . . . . 18,909 237 (51) A 19,095
Interest on long-term debt . . . . . . . . . . . . 1,867 419 -- 2,286
-------- --------- --------- --------
Total interest expense . . . . . . . . . . . . . 175,501 4,126 (51) 179,576
-------- --------- --------- --------
Net interest income. . . . . . . . . . . . . . . . . 257,966 6,476 -- 264,442
Provision (benefit) for credit losses. . . . . . . . 7,056 (92) -- 6,964
-------- --------- --------- --------
Net interest income after provision
for credit losses . . . . . . . . . . . . . . . . . 250,910 6,568 -- 257,478
Noninterest income . . . . . . . . . . . . . . . . . 89,103 1,632 -- 90,735
Noninterest expense. . . . . . . . . . . . . . . . . 252,986 5,651 48 B 258,685
-------- --------- --------- --------
Income before income taxes, minority interest,
and extraordinary item. . . . . . . . . . . . . . . 87,027 2,549 (48) 89,528
Income taxes . . . . . . . . . . . . . . . . . . . 21,845 822 -- 22,667
-------- --------- --------- --------
Income before minority interest
and extraordinary item. . . . . . . . . . . . . . . 65,182 1,727 (48) 66,861
Minority interest. . . . . . . . . . . . . . . . . . -- (199) 199 B --
-------- --------- --------- --------
Income before extraordinary item . . . . . . . . . . $ 65,182 $ 1,528 $ 151 $ 66,861
======== ========= ========= ========
Income before extraordinary item applicable to
common and common-equivalent shares . . . . . . . . $ 58,182 $ 59,861
======== ========

Earnings before extraordinary item
per common share:
Primary. . . . . . . . . . . . . . . . . . . . . . $2.26 $2.27
===== =====
Fully diluted. . . . . . . . . . . . . . . . . . . $2.19 $2.20
===== =====

</TABLE>
<TABLE>
<CAPTION>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31, 1992
(Unaudited)
(In thousands, except per share amounts)

Fourth First Pro Forma
----------------------------
Financial Dodge Adjustments Combined
----------- ------- ----------- ----------

<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . $260,741 $ 8,650 $ -- $269,391
Interest on short-term investments . . . . . . . . 4,336 452 (32) A 4,756
Interest and dividends on
investment securities . . . . . . . . . . . . . . 161,820 2,859 -- 164,679
Interest and dividends on trading
account securities. . . . . . . . . . . . . . . . 222 -- -- 222
-------- -------- -------- --------
Total interest income. . . . . . . . . . . . . . 427,119 11,961 (32) 439,048
-------- -------- -------- --------
Interest expense:
Interest on deposits . . . . . . . . . . . . . . . 179,013 4,510 -- 183,523
Interest on other borrowings . . . . . . . . . . . 10,060 314 (32) A 10,342
Interest on long-term debt . . . . . . . . . . . . 3,324 440 -- 3,764
-------- -------- -------- --------
Total interest expense . . . . . . . . . . . . . 192,397 5,264 (32) 197,629
-------- -------- -------- --------
Net interest income. . . . . . . . . . . . . . . . . 234,722 6,697 -- 241,419
Provision for credit losses. . . . . . . . . . . . . 21,343 15 -- 21,358
-------- -------- -------- --------
Net interest income after provision
for credit losses . . . . . . . . . . . . . . . . . 213,379 6,682 -- 220,061
Noninterest income . . . . . . . . . . . . . . . . . 83,014 1,642 -- 84,656
Noninterest expense. . . . . . . . . . . . . . . . . 216,926 5,348 -- 222,274
-------- -------- -------- --------
Income before income taxes, minority interest,
and extraordinary item. . . . . . . . . . . . . . . 79,467 2,976 -- 82,443
Income taxes . . . . . . . . . . . . . . . . . . . 18,534 1,006 -- 19,540
-------- -------- -------- --------
Income before minority interest
and extraordinary item. . . . . . . . . . . . . . . 60,933 1,970 -- 62,903
Minority interest. . . . . . . . . . . . . . . . . . -- (206) -- (206)
-------- -------- -------- --------
Income before extraordinary item . . . . . . . . . . $ 60,933 $ 1,764 $ -- $ 62,697
======== ======== ======== ========
Income before extraordinary item applicable to
common and common-equivalent shares . . . . . . . . $ 54,982 $ 56,746
======== ========

Earnings before extraordinary
item per common share:
Primary. . . . . . . . . . . . . . . . . . . . . . $2.17 $2.19

===== =====
Fully diluted. . . . . . . . . . . . . . . . . . . $2.11 $2.13
===== =====
</TABLE>
<TABLE>
<CAPTION>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31, 1991
(Unaudited)
(In thousands, except per share amounts)

Fourth First Pro Forma
----------------------------
Financial Dodge Adjustments Combined
----------- ------- ----------- ----------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . $305,778 $ 8,993 $ -- $314,771
Interest on short-term investments . . 13,724 1,126 (90) A 14,760
Interest and dividends on
investment securities . . . . . . . . 159,472 2,349 -- 161,821
Interest and dividends on trading
account securities. . . . . . . . . . 594 -- -- 594
-------- -------- -------- --------
Total interest income. . . . . . . . 479,568 12,468 (90) 491,946
-------- -------- -------- --------
Interest expense:
Interest on deposits . . . . . . . . . 254,005 6,315 -- 260,320
Interest on other borrowings . . . . . 13,070 208 (90) A 13,188
Interest on long-term debt . . . . . . 4,134 549 -- 4,683
-------- -------- -------- --------
Total interest expense . . . . . . . 271,209 7,072 (90) 278,191
-------- -------- -------- --------
Net interest income. . . . . . . . . . . 208,359 5,396 -- 213,755
Provision for credit losses. . . . . . . 43,665 261 -- 43,926
-------- -------- -------- --------
Net interest income after provision
for credit losses . . . . . . . . . . . 164,694 5,135 -- 169,829
Noninterest income . . . . . . . . . . . 85,896 1,477 -- 87,373
Noninterest expense. . . . . . . . . . . 210,341 4,866 -- 215,207
-------- -------- -------- --------
Income before income taxes, minority
interest, and extraordinary item. . . . 40,249 1,746 -- 41,995
Income taxes . . . . . . . . . . . . . 9,537 504 -- 10,041
-------- -------- -------- --------
Income before minority interest and
extraordinary item. . . . . . . . . . . 30,712 1,242 -- 31,954
Minority interest. . . . . . . . . . . . -- (188) -- (188)
-------- -------- -------- --------
Income before extraordinary item . . . . $ 30,712 $ 1,054 $ -- $ 31,766
======== ======== ======== ========
Income before extraordinary item
applicable to common and
common-equivalent shares. . . . . . . . $ 30,712 $ 31,766
======== ========

Earnings before extraordinary
item per common share:
Primary. . . . . . . . . . . . . . . . $1.26 $1.27
===== =====
Fully diluted. . . . . . . . . . . . . $1.23 $1.24
===== =====
</TABLE>

Pro forma adjustments and notes to the condensed consolidated statements of
income are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1993 1992 1991
--------- --------- ----------
(In thousands)
<S> <C> <C> <C>
(A) To eliminate intercompany income/expense:
Interest on short-term investments/
interest on short-term borrowings . . . . . . . . . . . 51 32 90

(B) To reflect adjustments resulting from the purchase method of
accounting in connection with the acquisition of the minority
interests of First Dodge's subsidiaries: First National
and MBI:
Noninterest expense (amortization of cost in
excess of net assets acquired) . . . . . . . . . . . . . 48 -- --
To eliminate minority interest in earnings. . . . . . . . 199 -- --

</TABLE>

Not included in these condensed consolidated statements of income are
$2,017,000 (net of a $586,000 tax benefit) of nonoperating charges
associated with the acquisition of First Dodge. These nonoperating
charges include severance payments, data processing contract
settlements and conversions, the write down of duplicate or obsolete
facilities, and other similar charges and a charge of $1,100,000 (net
of a $24,000 tax benefit) to accelerate the amortization of intangible
assets currently recorded by First Dodge. Other adjustments to conform
the accounting policies of First Dodge to the accounting policies of
Fourth Financial are immaterial.

Pro forma earnings before extraordinary item per common share are
based on the following weighted average number of shares outstanding:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1993 1992 1991
--------- --------- -----------
<S> <C> <C> <C>
Primary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,396,058 25,901,186 25,007,717
Fully diluted. . . . . . . . . . . . . . . . . . . . . . . . . 30,426,772 29,488,679 25,793,239
</TABLE>

Primary earnings before extraordinary item per common share were
computed by dividing net income applicable to common and common-
equivalent shares by the weighted average common and common-equivalent
shares outstanding during the period. Fully diluted earnings per
common share were computed by adjusting net income for interest expense
(net of income taxes) associated with convertible debt. The adjusted
net income was then divided by the weighted average of common and
common-equivalent shares outstanding plus the number of shares which
would have been outstanding during the year had convertible securities
been converted in accordance with their respective governing
instruments. Note 17 to the Fourth Financial 1993 Consolidated
Financial Statements more fully describes Fourth Financial's common
stock equivalents and convertible securities.

The adjustment of net income for convertible debt interest expense
(net of income taxes) was as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1993 1992 1991
---------- ---------- -----------
(In thousands)
<S> <C> <C> <C>
Interest expense adjustment. . . . . . . . . . . . . . . . . . . $ 4 $ 85 $264
</TABLE>

INFORMATION CONCERNING FOURTH FINANCIAL

General

Fourth Financial is the largest bank holding company
headquartered in Kansas, based on both assets and deposits, and, at
December 31, 1993, had total assets of $6.7 billion, total deposits of
$5.3 billion, and stockholders' equity of $598.3 million. Fourth
Financial offers a broad range of bank and bank-related services
through its subsidiaries, BANK IV Kansas and BANK IV Oklahoma. Bank IV
Kansas, whose predecessor was originally organized in 1887, is the
largest commercial bank in Kansas and, at December 31, 1993, had
approximately 11% of all insured deposits in Kansas. Bank IV Kansas,
the only major statewide bank in Kansas, has 76 offices in 31
communities. BANK IV Oklahoma has 36 offices in eleven Oklahoma
communities.

Additional information concerning recent and pending acquisitions
by Fourth Financial, information concerning Fourth Financial's
business, and information concerning the principal holders of Fourth
Stock, the directors and executive officers of Fourth Financial,
executive compensation, and certain relationships and related
transactions is contained in the Fourth 10-K and in the Fourth Proxy
Statement. All of such information is hereby incorporated into this
Joint Proxy Statement-Prospectus by reference.

Pending Acquisitions

Information about various pending acquisitions is contained in
Item 1 of the Fourth 10-K under the caption "Pending Acquisitions."
The following discussion is intended to supplement the information
contained in the Fourth 10-K.

On March 23, 1994 Fourth Financial entered into an agreement in
principle to acquire Blackwell Security Bancshares, Inc., the owner of
Security Bank and Trust Co., Blackwell, Oklahoma, for a purchase price
of approximately $7.6 million. Consummation of the proposed
transaction is contingent upon the satisfaction of various conditions
among which are negotiation and execution of a definitive agreement,
Fourth Financial being satisfied as to the results of its due diligence
investigation, and the obtaining of regulatory approvals. Security
Bank and Trust Co. had assets of approximately $49.6 million and
deposits of approximately $43.5 million as of December 31, 1993.

On April 19, 1994, Fourth Financial entered into an agreement in
principle to acquire Stillwater Savings Bank in exchange for shares of
Fourth Stock having an estimated aggregate market value of
approximately $10 million. Stillwater Savings Bank had assets of
approximately $97 million and deposits of approximately $89 million at
December 31, 1993. The Stillwater agreement is subject to various
conditions, among which are negotiation and execution of a definitive
agreement, Fourth Financial being satisfied as to the results of its
due diligence investigation, and obtaining requisite governmental and
shareholder approvals.

Fourth Financial continues to be engaged in an active acquisition
program. Pursuant to that program, Fourth Financial is presently
considering or participating in discussions concerning additional
acquisitions. However, except for the pending transactions described
above and in the Fourth 10-K, as of the date of this Joint Proxy
Statement-Prospectus, Fourth Financial had no binding commitments,
agreements, or understandings to acquire any additional financial
institutions, but additional acquisition agreements may be negotiated
or entered into at any time.

INFORMATION CONCERNING FIRST DODGE, FIRST NATIONAL, AND MBI

First Dodge

First Dodge was founded in 1981 for the purpose of acquiring FNB.
Its principal assets are ownership of all of the issued and outstanding
capital stock of FNB and all of MBI's preferred stock and 99.56% of the
issued and outstanding MBI Common Stock. First Dodge has no other
operations and has no employees. Its directors are John V. Harding,
Thomas P. Shirley, and Vida Ebener.

The officers of First Dodge are:

Name Office
---- ------
John V. Harding . . . . . . . . . . . . President
Thomas P. Shirley . . . . . . . . . . . Vice President
Thomas P. Shirley . . . . . . . . . . . Secretary-Treasurer

First National

General
- -------
First National Bank and Trust Company in Dodge City ("First
National") was organized on December 17, 1900. First National opened
for business on January 5, 1901, and operated under a state charter
until June 1, 1904 when it was granted a national charter. First
National was purchased by First National Bancshares of Dodge City, Inc.
("FNB") in February 1977. FNB presently owns 87.78% of the outstanding
stock of First National.

First National is the largest of the three banks located in Dodge
City, Kansas, and of the seven banks in Ford County.

First National's primary offices are located in downtown Dodge
City at 619 Second Avenue. First National also has two branch
locations in Dodge City at 819 South Second Avenue and 2307 Central.
The metropolitan statistical area of Dodge City has a population of
approximately 27,000, according to the 1990 U.S. Census.

First National provides traditional bank services to businesses
and financial institutions in a target geographic market of a 50-mile
radius surrounding Dodge City. First National provides a full range of
banking services including checking and savings accounts, certificates
of deposit, individual retirement accounts, agricultural, commercial,
real estate, and consumer loans, safe deposit boxes, cash management,
retail securities brokerage, and trust services.

As of December 31, 1993, First National had total assets of
$104,790, total deposits of $89,687, and net loans outstanding of
$68,265. First National's loan portfolio consists primarily of
agricultural, commercial, industrial, and real estate loans.

Bank Facilities
- ---------------
First National owns its main banking location, containing
approximately 40,356 square feet of office and lobby space and a drive-
in facility located at Second and Spruce, Dodge City, Kansas. The top
four floors of the main bank are rental offices. Both of First
National's branch facilities are owned, with one building containing
approximately 2,435 square feet, and the other facility containing
approximately 1,821 square feet. First National has two remote ATM's
located on owned premises. Additionally, First National utilizes owned
facilities at Third and Spruce for loan activities (6,147 square feet).

Management
- ----------
The executive officers and directors of First National are as
follows;

Name Position
---- --------
John V. Harding Chairman of the Board and Chief
Executive Officer
Larry R. Heyka President and Chief Operating Officer
Anna M. Schilling Senior Vice President and Cashier,
Operations; and Secretary, Board of
Directors
Vida Ebener Director
George Herrmann Director
Thomas P. Shirley Director
H.M. Skaggs, Jr. Director
J. David Wagner Director
Byron Winans Director
Dean R. Young Director
Brian Shirley Advisory Director

Employees
- ---------
On December 31, 1993, First National had 53 full-time equivalent
employees. First National is not a party to any collective bargaining
agreement and its employee relations are considered to be good by First
National's management.

Competition
- -----------
First National has chosen not to attempt to be the low-cost
provider in the market, but rather to emphasize those products and
services with acceptable margins and expanding market opportunities.
A significant portion of First National's earning capacity is derived
from its interest margin, i.e., the net difference between interest
income and interest expense. Pricing is also a principal competitive
factor in the market for deposits, loans, trust services, securities
brokerage, and other fee-generating activities.

Recent Operating History
- ------------------------
First National has had average earnings of $1.5 million for each
of the last five years. Total assets for the past five years have
averaged $106.5 million. Average deposits the past five years have
been $92.6 million with non-interest bearing deposits maintaining a
16.16% level for the same period. Loans have averaged $59 million, or
63.26% of deposits, for the five year period. In 1993, loans averaged
66.53% of deposits.

First National's provision for loan losses is deemed by it to be
adequate at year end 1993 at $889,000 or 1.31% of loans. Other real
estate owned is at a minimum as of December 31, 1993, at $85,000.
Dividends paid to shareholders over the past five years amounted to
$6.7 million.

Financial Information
- ---------------------
Financial information, including audited financial information
and management's discussion and analysis of financial condition and
results of operations of First National and subsidiaries, is included
in the financial statements appearing elsewhere in this Joint Proxy
Statement-Prospectus.

MBI

General
- -------
Metro Bancshares, Inc. ("MBI") was organized in 1983 as an
Oklahoma corporation, with its principal office located at 619 Second
Avenue, Dodge City, Kansas. MBI owns 100% of the capital stock of
Metro Bank. MBI has no employees or operations other than its
ownership of Metro Bank. The directors of MBI are:

John V. Harding
Thomas P. Shirley
Vida Ebener

The officers of MBI are:

Name Office
---- ------
John V. Harding President
Thomas P. Shirley Vice President
Thomas P. Shirley Secretary/Treasurer

Metro Bank's primary offices are located in Broken Arrow,
Oklahoma at 1800 South Elm Place. The metropolitan statistical area of
Broken Arrow has a population of approximately 70,000, according to the
1990 U.S. Census.

Metro Bank provides traditional bank services to businesses and
financial institutions in a target geographic market which includes
Broken Arrow and Coweta. Metro Bank provides a full range of banking
services including checking and savings accounts, certificates of
deposit, individual retirement accounts, agricultural, commercial, real
estate and consumer loans, safe deposit boxes, and cash management.

As of December 31, 1993, Metro Bank had total assets of $45.3
million, total deposits of $40.2 million, and net loans outstanding of
$26 million. Metro Bank's loan portfolio consists primarily of
commercial, industrial, and real estate loans.

Bank Facilities
- ---------------
Metro Bank owns its main banking location, containing
approximately 11,307 square feet of office, lobby and a drive-in space
located at 1800 South Elm Place in Broken Arrow, Oklahoma.

Management
- ----------
The executive officers and directors of Metro Bank are as
follows:

Name Position
---- --------
Paul Anderson President
John V. Harding Director
Richard Mudge Director
Thomas P. Shirley Director
Bruce Switzer Director

Employees
- ---------
On December 31, 1993, Metro Bank had 23 full-time equivalent
employees. Metro Bank is not a party to any collective bargaining
agreement and its employee relations are considered to be good by
management.

Competition
- -----------
Competition for bank loans and services in Broken Arrow and the
surrounding area served by Metro Bank is First National Bank of Broken
Arrow, Arkansas Valley State Bank of Broken Arrow, a branch of State
Bank of Tulsa, a branch of Liberty Bank of Tulsa, and two branches of
Bank of Oklahoma.

Metro Bank has chosen not to attempt to be the low-cost provider
in the market, but rather to emphasize those products and services with
acceptable margins and expanding market opportunities. A significant
portion of Metro Bank's earning capacity is derived from its interest
margin, i.e., the net difference between interest income and interest
expense. Pricing is also a principal competitive factor in the market
for deposits, loans, and other fee-generating activities.

Recent Operating History
- ------------------------
Metro Bank has had aggregate earnings for the past three years of
$1.3 million. Total assets for the same period have averaged $37.6 million.
Average deposits for the past three years amounts to $32.8 million with
noninterest bearing deposits maintaining a 13.98% level and, for the
same period, loans have averaged $23.4 million, or 62.23% of deposits.

Metro Bank's provision for loan losses is deemed to be adequate
at year end 1993 at $360,000 or 1.38% of loans. Other real estate
owned is at a minimum as of December 31, 1993 or $35,000.

Dividends paid to MBI preferred stock shareholders the past two
years amounted to $860,000.

Financial Information
- ---------------------
Financial information, including audited financial information
and management's discussion and analysis of financial condition and
results of operations of MBI and its wholly owned subsidiary, is
included in the financial statements appearing elsewhere in this Joint
Proxy Statement-Prospectus.

DESCRIPTION OF CAPITAL STOCK OF FIRST DODGE, FIRST NATIONAL, AND MBI

First Dodge
- -----------
First Dodge is authorized to issue 100,000 shares of common
stock, par value $1.00 per share. Each holder of First Dodge Stock is
entitled to one vote for each share held, except in the case of
election of directors where holders are allowed to accumulate their
votes. The holders of First Dodge Stock have no preemptive rights to
purchase or subscribe for any additional stock First Dodge may
hereafter issue. All shares of First Dodge Stock are fully paid and
non-assessable. Holders of First Dodge Stock are entitled to receive
dividends as and when declared by the board of directors.

First National
- --------------
First National has the authority to issue 6,000 shares of common
stock, $100.00 par value per share. Each holder of First National
Stock is entitled to one vote for each share held, except in the case
of election of directors where holders are allowed to accumulate their
votes. The holders of First National Stock have no preemptive rights
to purchase or subscribe for any stock First National may hereafter
issue. All shares of First National Stock are fully paid and
nonassessable. Holders of First National Stock are entitled to receive
dividends as and when declared by the board of directors. See "Market
Prices of and Dividends on First Dodge Stock, First National Stock, MBI
Common Stock, and Fourth Stock" for a description of restrictions on
the ability of First National to pay dividends.

MBI
- ---
MBI has the authority to issue 3,000,000 shares of preferred
stock, $1.00 par value per share, of which 1,915,333 shares have been
issued. All of MBI's preferred stock is owned by First Dodge.

MBI has the authority to issue 1,000,000 shares of common stock,
$.10 par value per share, of which 905,000 shares have been issued,
904,795 are issued and outstanding, and 205 are held as treasury
shares. All voting rights are vested exclusively in MBI Common Stock.
Each holder of MBI Common Stock is entitled to one vote for each share
held, except in the case of election of directors where holders are
allowed to accumulate their votes. The holders of MBI Common Stock
have no preemptive rights to purchase or subscribe for any stock MBI
may hereafter issue. All shares of MBI Common Stock are fully paid and
nonassessable.

MBI owns all of the issued and outstanding capital stock of MBI's
subsidiary, Metro Bank of Broken Arrow.

OWNERSHIP OF FIRST DODGE, FIRST NATIONAL, AND MBI STOCK

First Dodge
- -----------
The following three stockholders own all of the issued and
outstanding capital stock of First Dodge:

Number of Shares
Name and Address Beneficially Owned Percent of Class
---------------- ------------------ ----------------
Thomas P. Shirley (1) 2,102.75 40%
2000 Country Club Drive
Dodge City, KS 67801

Vida Ebener Revocable 2,102.75 40
Trust
C/O First National Bank
P.O. Box 59
Dodge City, KS 67801

John V. Harding (1) 1,049.00 20
1819 LaMesa Dr.
Dodge City, KS 67801

__________
(1) Is also an officer and director of First Dodge.

First National
- --------------
Set forth below is the name and address of the only entity or
person who beneficially owned, as of March 31, 1994, 5% or more of the
issued and outstanding shares of First National Stock.

Number of Shares Percent
Name and Address Beneficially Owned of Class
- ---------------- ----------------- --------
First Dodge City Bancshares, Inc.
(through its wholly owned
subsidiary, First National
Bancshares of Dodge City, Inc.)
P.O. Box 59
Dodge City, Kansas 67801 5,267 87.78%

_____________

Set forth in the following table is certain information as of March 31,
1994, as to the number of shares of First National Stock beneficially owned (i)
by each director of First National (ii) each executive officer of First
National, and (iii) by the executive officers and directors of First
National as a group.

Number of Shares Percent
Name and Address Beneficially Owned of Class
- ---------------- ----------------- --------
Vida Ebener 10 (1) .17%
John V. Harding 10 (1) .17
George Herrmann 10 .17
Larry R. Heyka 10 .17
Anna M. or Larry J.
Schilling 25 .42
Thomas P. Shirley 10 (1) .17
H.M. Skaggs, Jr. 10 .17
J. David Wagner 10 .17
Byron Winans 10 .17
Dean R. Young 10 .17
All executive officers and
directors as a group (10 persons) 115 1.92
_____________

(1) Does not include the 5,267 shares beneficially owned by First Dodge of
which Mr. Harding and Mr. Shirley are officers, and Mr. Harding, Mr.
Shirley, and Mrs. Ebener are directors, and substantial stockholders.

MBI
- ---
As of the date of this Joint Proxy Statement-Prospectus, the only
beneficial owner of 5% or more of any class of equity security issued
by MBI is First Dodge City Bancshares, Inc., P.O. Box 59, Dodge City,
Kansas 67801, which owns 1,915,333 shares, or 100% of the issued and
outstanding shares of MBI's preferred stock, and 900,795 shares, or
99.56% of the issued and outstanding MBI Common Stock. As of such date
no officer or director of MBI beneficially owned any shares of any
class of MBI's capital stock.

Shares of Fourth Stock to be Received in Mergers
- ------------------------------------------------
Set forth below, as to each director and executive officer of
First Dodge, First National, and MBI and each known beneficial owner of
5% or more of First Dodge Stock, First National Stock, and MBI Common
Stock, and all executive officers and directors of First Dodge, First
National, and MBI as a group, is information as of March 31, 1994, as
to the number of share of Fourth Stock anticipated to be received by
such persons or groups in the Mergers and their estimated percentage
ownership of Fourth Stock immediately upon consummation of the Mergers,
both if all the other pending acquisitions by Fourth Financial
described elsewhere herein are effected and if none is effected.

Percentage
Number of shares Ownership if GSB
of Fourth Stock pending acquisition
to be Is not Is
Name beneficially owned effected effected (1)
- ---- ------------------ -------- ------------
Vida Ebener 237,350 0.88% 0.80%
John V. Harding 118,887 0.44 0.40
George Herrmann 959 (2) (2)
Larry R. Heyka 959 (2) (2)
Anna M. or Larry J.
Schilling 2,398 0.01 0.01
Thomas P. Shirley 237,350 0.88 0.80
H.M. Skaggs, Jr. 959 (2) (2)
Jon David Wagner 959 (2) (2)
Byron Winans 959 (2) (2)
Dean R. Young 959 (2) (2)
All directors and executive
officers of First Dodge,
as a group (3 persons) 593,587 2.19 1.99
All directors and executive
officers of First National,
as a group (10 persons) 115 (2) (2)
All directors and executive
officers of MBI, as a
group (0 persons) 0 (2) (2)
All directors and executive
officers of all three
Merging Corporations
as a group (13 persons) 593,702 2.19 1.99
________________

(1) Assumes the issuance of 2,798,813 shares of Fourth Stock in
other pending transactions.
(2) Less than one-hundredth of one percent.

MARKET PRICES OF AND DIVIDENDS ON FIRST DODGE STOCK,
FIRST NATIONAL STOCK, MBI COMMON STOCK, AND FOURTH STOCK

First Dodge Stock
- -----------------
Dividends
---------
The following table outlines the per share dividend payments for
the past five years:

Year Dividends per share
---- -----------------------
1993 $132.00
1992 142.73
1991 19.03
1990 14.27
1989 31.16

Market Prices and Recent Transactions
-------------------------------------
There have been no transactions in First Dodge Stock since the
corporation was originally organized in 1981.

First National Stock
- --------------------
Dividends
---------
The following table outlines the per share dividend payments on
First National Stock for the past five years:

Year Dividends paid
---- --------------
1993 $225.83
1992 216.66
1991 234.16
1990 210.83
1989 204.16

The ability of a national bank such as First National, to pay
dividends is limited by federal law. A national bank may only pay
dividends in any year of an amount equal to the bank's net profits for
that year plus the profits for the two preceding years retained by the
bank, without obtaining regulatory approval.

Market Prices and Recent Transactions
-------------------------------------
There is no established trading market for First National Stock.

The most recent transaction involving First National Stock for
which First National has stock price information, occurred on January
9, 1991, in which 10 shares of stock were sold as director's qualifying
stock. The share of common stock in that transaction were valued at
$1,437.58 per share, which was the per share tangible book value of
First National as of January 8, 1991.

As of March 31, 1994, there were 25 record holders of First
National Stock.

MBI Common Stock
----------------
Dividends
---------
There have been no dividend payments on MBI Common Stock during
the last five years.

Market Prices and Recent Transactions
-------------------------------------
There is no established trading market for MBI's Common Stock.

The most recent transactions involving MBI Common Stock for which
MBI has stock price information occurred on May 10, 1988, when First
Dodge purchased 400 shares for a total cost of $4,400 or $16.00 per
share, and on October 1, 1991, when First Dodge acquired 30,039 shares
of MBI Common Stock by assuming $99,624.20 of indebtedness owed by an
MBI stockholder to FNB.

As of March 31, 1994, there were two record holders of MBI Common
Stock, and one record holder of MBI preferred stock.

Fourth Stock
------------
Fourth Stock is traded in the over-the-counter market and is
reported under the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market System symbol FRTH.

The following table sets forth the high and low closing sales
prices of Fourth Stock as reported on the NASDAQ National Market System
and the cash dividends paid per share of common stock for the periods
indicated.

Period High Low Dividends
------ ---- --- ---------
1991:
First Quarter 21 1/4 16 1/2 .22
Second Quarter 20 1/2 18 .22
Third Quarter 21 1/4 18 1/4 .22
Fourth Quarter 24 1/2 19 1/4 .22

1992:
First Quarter 26 1/4 22 1/2 .22
Second Quarter 28 1/2 24 1/2 .22
Third Quarter 27 1/4 24 .22
Fourth Quarter 31 1/2 25 .22

1993:
First Quarter 26 1/4 22 1/2 .22
Second Quarter 30 7/8 26 7/8 .24
Third Quarter 31 1/4 28 1/2 .24
Fourth Quarter 30 3/8 26 .26

1994:
First Quarter 29 25 3/8 .26
Second Quarter
(through May __) .26(1)

________________
(1) Payable June 1 to stockholders of record May 1.

A public announcement of the Agreement was made on November 18,
1993. The reported closing sales price of Fourth Stock on November 17,
1993, was $27.00.

Information concerning a recent reported price of Fourth Stock is
set forth on the cover page of this Joint Proxy Statement-Prospectus.

Holders of Fourth Stock are entitled to receive dividends thereon
when, as, and if declared by the Board of Directors out of funds
legally available for such purpose, and, upon liquidation, to share
ratably in any assets available for distribution after payment of
liabilities. Information about restrictions on the ability of Fourth
Financial to pay dividends is contained in Item 1 of the Fourth 10-K,
under the caption "Regulation and Supervision".

Holders of First Dodge Stock, MBI Common Stock, and First
National Stock are entitled to receive dividends thereon when, as, and
if declared by the Boards of Directors out of funds legally available
for such purpose, and, upon liquidation, to share ratably in any assets
available for distribution after payment of liabilities. First Dodge
and MBI are both dependent on receiving dividends from their subsidiary
banks in order to be able to pay dividends. Information about
restrictions on the ability of First National and Metro Bank to pay
dividends to their parents is contained in the Notes to Financial
Statements appearing elsewhere in this Joint Proxy Statement-Prospectus
under the caption "Regulatory Matters."

Neither Fourth Financial nor any of its executive officers or
directors or their associates owned any shares of capital stock of
First Dodge, MBI, or First National on the date of this Joint Proxy
Statement-Prospectus and none of First Dodge, MBI, or First National
nor any of their executive officers or directors beneficially owned any
shares of Fourth Stock on such date except Larry R. Heyka, President of
First National, owns 100 shares of Fourth Stock and Dean Young, a
director of First National, owns 545 shares of Fourth Stock.

EXPERTS

The consolidated financial statements of Fourth Financial
Corporation appearing in Fourth Financial Corporation's Annual Report
(Form 10-K) for the year ended December 31, 1993, have been audited by
Ernst & Young, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference, as to
the year 1992 are based in part on the reports of Arthur Andersen &
Co., Sartain Fischbein & Co., and GRA, Thompson, White & Co., P.A.,
independent auditors, as to the year 1991 are based in part on the
reports of Arthur Andersen & Co., Sartain Fischbein & Co., Grant
Thornton, and Deloitte & Touche, independent auditors. The financial
statements referred to above are included in reliance upon such reports
given upon the authority of such firms as experts in accounting and
auditing.

The consolidated financial statements of First Dodge at December
31, 1993, and for the period ended December 31, 1993, included in this
Joint Proxy Statement-Prospectus have been audited by Smoll, Banning
and Neier, Chartered, independent public accountants, whose report
appears elsewhere herein and in the Registration Statement, and have
been so included in reliance upon such report given upon the authority
of the firm as experts in auditing and accounting. Smoll, Banning and
Neier, Chartered, compiled the consolidated financial statements of
First Dodge at December 31, 1992 and for each of the two years in the
period ended December 31, 1992, that have been included in this Joint
Proxy Statement-Prospectus.

The consolidated financial statements of First National at
December 31, 1993 and 1992, and for each of the three years in the
period ended December 31, 1993, included in this Joint Proxy Statement-
Prospectus have been audited by Smoll, Banning and Neier, Chartered,
independent public accountants, whose report appears elsewhere herein
and in the Registration Statement, and have been so included in
reliance upon such report given upon the authority of the firm as
experts in auditing and accounting.

The consolidated financial statements of MBI at December 31,
1993, and for the period ended December 31, 1993, included in this
Joint Proxy Statement-Prospectus have been audited by Smoll, Banning
and Neier, Chartered, independent public accountants, whose report
appears elsewhere herein and in the Registration Statement, and have
been so included in reliance upon such report given upon the authority
of the firm as experts in auditing and accounting. Smoll, Banning and
Neier, Chartered, compiled the consolidated financial statements of MBI
at December 31, 1992 and for each of the two years in the period ended
December 31, 1992, that have been included in this Joint Proxy
Statement-Prospectus.

The consolidated financial statements of Great Southern Bancorp,
Inc. for the year ended June 30, 1993 included in this Joint Proxy
Statement-Prospectus have been audited by Baird, Kurtz & Dobson,
independent auditors, whose report appears elsewhere herein and in the
Registration Statement, and have been so included in reliance upon such
report given upon the authority of the firm as experts in auditing and
accounting.

LEGAL MATTERS

The legality of the Fourth Stock to be issued in the Mergers is
being passed upon for Fourth Financial by Foulston & Siefkin, Wichita,
Kansas. As of May 1, 1994, two of the partners in such law firm
participating in the Mergers for Foulston & Siefkin beneficially owned
an aggregate of 13,368 shares of Fourth Stock. Certain legal matters
in connection with the Mergers will be passed upon for First Dodge,
MBI, First National, and the First Dodge Stockholders by Mangan,
Dalton, Trenkle, Rebein & Doll Chartered, Dodge City, Kansas.

INFORMATION INCORPORATED BY REFERENCE

The following documents previously filed with the Securities and
Exchange Commission by Fourth Financial (File No. 0-4170) are
incorporated herein by reference:

1. The annual report of Fourth Financial on Form 10-K for the
year ended December 31, 1993.

2. The description of the capital stock of Fourth Financial
contained in its quarterly report on Form 10-Q for the
quarter ended June 30, 1992.

3. The revised definitive proxy statement of Fourth Financial
used in connection with its 1994 Annual Meeting of
Stockholders, held on April 21, 1994.

4. All documents filed by Fourth Financial pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities and
Exchange Act of 1934, as amended, after the date hereof and
before the date of the Special Meetings shall be deemed to
be incorporated by reference herein and made a part hereof
from the date any such document is filed.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof
to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this
Joint Proxy Statement-Prospectus except as so modified or superseded.

The Annual Report of Fourth Financial on Form 10-K for the year
ended December 31, 1993, accompanies this Joint Proxy
Statement-Prospectus.

DEADLINE FOR SUBMISSION OF STOCKHOLDERS'
PROPOSALS FOR
THE 1995 ANNUAL MEETING OF STOCKHOLDERS OF FOURTH FINANCIAL

Any proposals to be submitted by Fourth Financial stockholders
pursuant to Rule 14a-8 of the Securities and Exchange Commission, other
than proposed nominees for election as directors, at Fourth Financial's
1995 Annual Meeting of Stockholders must be received by Fourth
Financial at its principal executive offices at 100 North Broadway,
Post Office Box 4, Wichita, Kansas 67201, by November 21, 1994, for
inclusion in Fourth Financial's proxy statement and form of proxy. If
the date of the 1995 Annual Meeting is changed to a date more than
thirty days earlier or later than April 21, 1995, Fourth Financial
shall, in a timely manner, inform its stockholders of such change and
the date by which proposals of stockholders must be received for such
inclusion.

Fourth Financial's Bylaws provide that nominations for directors,
together with certain information specified by the Bylaws, must be
submitted in writing not later than fourteen days nor earlier than
fifty days prior to the date of the Annual Meeting of Stockholders,
except that if fewer than twenty-one days' written notice of the
meeting is given to stockholders, such nominations may be made during
the seven days following the date the notice was made.

INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION

First Dodge City Bancshares, Inc. and Subsidiaries Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . F-

Consolidated Statements of Condition as of December 31, 1993 (audited)
and 1992 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . F-

Consolidated Statements of Income for the years ended
December 31, 1993 (audited), 1992, and 1991 (both unaudited) . . . . . F-

Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 1993 (audited), 1992, and 1991 (both unaudited) . . F-

Consolidated Statements of Cash Flows for the years ended
December 31, 1993 (audited), 1992, and 1991 (both unaudited) . . . . . F-

Notes to Consolidated Financial Statements for the years ended
December 31, 1993 (audited), 1992, and 1991 (both unaudited) . . . . . F-

Report of Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . F-

Report of Management. . . . . . . . . . . . . . . . . . . . . . . . . . . F-

Selected Consolidated Financial Data. . . . . . . . . . . . . . . . . . . F-

Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . F-

Quarterly Financial Data (Unaudited). . . . . . . . . . . . . . . . . . . F-

INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION

Metro Bancshares, Inc. and Subsidiaries Page

Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . F-